The Thundercats and the Spiritfoxes
by Silent Soul Ken -SSK
Summary: Broken, and on the edge of oblivion they are the last of their kind, when an ancient enemy rises up again they must combine their power to save the planet from utter annihlation...
1. Chapter 1

The Thundercats and The Spiritfoxes  
>Author: Soul Teller<br>Rated: M  
>Reason: For violence, blood, future Lemons, Future Nudity and Language<br>**A/N: Now I know that everybody is waiting for me to do my other stories I will do them I've just been super busy… Took a bit of time to do this… this is based off the 2011 series… So there will be no ties to the original 1985 version…**

**Chapter 1  
>Attack on the Thundercat Empire<strong>

It's a quiet night in the land of the Thundercats on Third-Earth, the two young princes of the Lord of the Thundercats, Claudus, rest in the hands of the nursemaid who was putting them to bed. Claudus stood on a balcony overlooking his kingdom. He then heard soft footsteps and the clank of wood against rock, and he turned to see Jaga. "Your Majesty, I understand you are still saddened by your loss… She was strong until the end… she wouldn't wish for you to mourn for her when she gave you a healthy boy." Jaga said. Claudus sighed and he turned to Jaga.

"What am I going to do Jaga? I don't know how to raise a cub… I can barely raise Tygra! What would I teach this one?" Jaga looked at Claudus and he turned his gaze out to the land. The buildings shone with light from various cats getting ready to go to sleep.

"Do not overthink things my friend. Do what you feel is right and raise him with honor, respect, and diligence, and they should be fine." Jaga said. Claudus looked at Jaga and then he smiled.

"Thank you… I will try my best, but I cannot do this alone. I will need your help as well." Claudus said. Jaga turned to his Lord smiling.

"But of course," Jaga said, and then he turned back to the balcony opening. Gazing outward, it was then he saw it. In the darkness, near the gates, there was… something, heading toward them. He turned to Claudus, "My lord, if you'll excuse me there's someone approaching our walls… do not raise an alarm, I will deal with it myself." Jaga said. Claudus looked at Jaga then he nodded. Jaga bowed again, and he turned and raced off at speeds that were far too fast for the eye to perceive. Claudus watched Jaga go, and then he turned to the city seeing the form of Jaga speeding toward the wall.

**-At the gates-**

Jaga scaled the steps of the wall, and came across two guards who were watching the figure. Jaga saw the figure was hooded and was walking at a brisk pace, one hand on its belly, the other clutching a bundle in its grasp. Jaga watched the figure draw closer, and then he heard a guard walking up. "Wait… I will deal with this one myself." He said, and he leaped over the wall and landed directly in front of the figure, who froze and fell back, the cloak falling off slightly to show a woman's build and the swollen belly. Jaga took his staff and held it in front of the figure the wooden end aimed at the neck.

"P-Please! Wait! I mean you no harm!" A feminine voice spoke Jaga watched as the figure dropped the bundle and pulled the hood back to reveal… Jaga's eyes widened.

"You… you're a fox!" Indeed, it was a female fox with red fur and green eyes, a slightly extended nose, and the large bushy tail much like a brush. "Impossible! Your kind was destroyed by _him_!" The fox woman lowered her head and then raised it.

"Well… we were scattered, but then we were attacked, and I ran while my husband fought off Lizards. I would've been here faster, but… I'm in no condition to be running." She said and she put a hand on her bulging belly.

"You are with child… then that means that he or she will be the next ruler of the foxes. That is if there aren't any other survivors." Jaga said.

"Yes… I came here to ask for shelter and for your help… please… let me speak to the Lord of the Thundercats." The fox said, Jaga looking at her, his eyebrows creased in thought.

"Very well… tell me your name." Jaga said.

"I'm Kushina," The fox said. Jaga nodded, and he held out a hand to Kushina, who took it, and he pulled her up. She then bent down, and grabbed the bundle, following after Jaga.

**-The Cat's Lair-**

Claudus sat in his chair looking at Jaga and Kushina, his eyes boring into hers. She didn't flinch or look away, her green eyes staring back. "Jaga who is this and what is she?" Claudus said, looking at Jaga who got to one knee, his hand on his chest, bowing slightly.

"My Lord… this is Kushina… a Fox." Jaga said. Claudus raised an eyebrow.

"Indeed… and what does a fox want with us?" Claudus asked.

"I was wondering if maybe you could help me and my people… my people have come under attack… by Lizards." The Lord of the Thundercats was silent. "We request you send a company to ascertain the status of my people, and if there are any survivors. Please… help them." Claudus looked at Kushina, his hand on his chin, rubbing it gently.

"Very well, we'll send a party to go and check on your brethren. Jaga! Summon Generals Grune and Panthro. Tell them to get their best men and to prepare for a rescue mission." Jaga placed a hand on his chest, and bowed. He straightened up and headed for the generals quarters. "Tell me Kushina… why have your people stayed hidden for all these years? Have you lost faith in the animals that you must seclude yourself?" Claudus asked.

"No my people have secluded ourselves as… atonement of sorts for past deeds. You wouldn't know since you were not born when this happened, but I've been around since the beginning of the colonization of this planet." Kushina said.

"Indeed? You must be very old then, but you look no younger than someone in their mid-30's?" Claudus said.

"Ah… we foxes mature quickly, but age slowly. It's thanks to our affinity with magic that we are able to do so." Claudus leaned forward now curious.

"Is that so? You're kind has an affinity with magic?" Claudus asked.

"Yes… we can control the elements even." Kushina said. Claudus was amazed from what he heard; the Foxes had great power, so why hadn't they attacked anybody? However, that would have to wait. He heard Jaga return with Panthro and Grune behind him along with some Thunderian soldiers.

"Panthro, Grune I have a task for you! This fox's home is under attack, and we need you to mount a rescue mission to retrieve any and all that you can." Claudus commanded. Grune looked at Kushina, his eyes widening as he grabbed his mace and advanced on her.

"A fox!" he shouted, and raised his mace to swing down at her. Panthro suddenly appeared with his nunchucks up, blocking the attack. "Out of my way Panthro!" Grune shouted, but Panthro didn't budge.

"What are you doing Grune?" Panthro demanded of his friend.

"What am I doing? Saving ourselves a wild goose chase! Foxes were well known in the past as cunning tricksters and pranksters… this Fox is nothing more than a con artist trying to kill the king! She's an assassin for the highest bidder!" Grune shouted, some soldiers reached for their blades.

"Stay your hands!" Panthro shouted, he then turned his head to Kushina, who was looking at them, startled, her ears down, and her hand on her belly. "Grune! Get a hold of yourself! She's a Fox, yes… but she's pregnant, and from the looks of it, very tired and scared. I doubt an assassin could pull such a ruse!" Grune grunted, and looked at Kushina. He gave a growl, and then he stopped pressing his mace and lifted it up. He bowed to Kushina.

"My apologies… but you must understand my reservations. Rumors of your species are rather… discomforting to say the least." Grune said, Kushina bowing her head.

"I understand… we haven't had the best reputation in days long past… however I am ready to make up for that…" She said. Grune watched her, and then he turned away.

'_You're not off the hook yet… Fox! I know your true intent, and you will never succeed in your mission… I'll make sure of that!'_ Grune thought. He then walked toward his men and turned back to the Lord. Panthro watched Grune, and then turned to Claudus.

"So where are we going exactly?" He asked. Claudus looked at Kushina who nodded. She then clapped her hands together, and they began to glow with red light, and then she held up her hands and a magical version of a map of the lands appeared. She pointed to a forest just beyond some mountains.

"The Forests of Desinto… Our village is near the river… follow the river upstream, and you should find it within a day… maybe less." Kushina said. Panthro watched as the map faded and she sighed and stumbled slightly. He rushed up to her, his hands on her arms. She looked at him, her eyes somewhat glassy.

"You all right?" Kushina nodded.

"Yes… I'm just… tired… From walking…" Kushina said "Thank you," She said as she balanced herself. Kushina turned her gaze to the Lord. "If it isn't too much to ask, may I rest? I'm afraid I haven't had any in some time." Claudus nodded, and he looked at Jaga, who bowed and straightened. Grabbing Kushina's hand, he led her away. Before Kushina vanished however, she stopped and turned to Panthro and Grune. "If you see a fox with golden fur and nine tails, could you bring him back please? Regardless of his condition…" Panthro nodded. She then started walking again, Panthro watching her go, and then he turned to Claudus.

"Go Panthro, Grune! Hurry as fast as you can and report back on your findings. If possible, bring back any survivors, and the one that Kushina mentioned." Claudus commanded. Panthro bowed and he turned and left. Grune hesitated, and then left, following Panthro and the soldiers.

**-The guest quarters-**

The guest quarters were a lavish room of red and gold with a silk lining and a beautiful red bed. Kushina looked around amazed "Beautiful…" She said. She went to the bed and placed a hand on it, and then she sat down and looked down at her belly rubbing it slightly. "We made it little one…" She said Jaga looked at her, and then he smiled.

"Hope springs forth from the darkest of corners… I see that now even more so… I must leave now, I have pressing matters to attend to… Good night." Jaga said bowing. Kushina bowed her head, acknowledging the comment, and Jaga left, closing the door behind him. Kushina sighed and she looked up at the ceiling, and then she put her hands together in prayer. "Please… by the elements, protect him…" Kushina said.

**-That Night in Kushina's dream-**

_Kushina saw a hazy vision. She had heard of this phenomenon… prophetic dreams. They came to those with a high affinity for the astral plane and the elements. She heard of another who saw prophetic dreams, though no one took that fox seriously… poor thing committed suicide soon afterwards. She would've contemplated this a bit longer, when the vision shifted. She felt her body being pulled as if it was being led to a specific place. She felt herself stop, the view was black, and then light appeared, purple light, and she saw a hunched and hooded figure stand up, rising from a tomb. Before the hooded figure was another, cloaked by darkness. She then heard the old and ragged voice speak with malevolence. "It's good to see you Madara… My faithful servant..." Kushina's eyes widened in horror. No it couldn't be… Madara was vanquished! Unless… he had somehow survived? Then there was the other voice. Only one person would address Madara in that fashion… and that person was…_

**-End of dream-**

"Mumm-ra!" Kushina said, her eyes wide and fearful, as she sat up, sweat dampening her fur. She put a hand to her head, the withered face, and the red eyes with white pupils. Then there was the fox with its black fur and pure red eyes. She couldn't believe it, but IF what she saw was true, then… She would have to talk with Jaga as soon as possible. But, she had to rest to regain her strength, so she lay back down and closed her eyes, her mind plagued with the visions and what they could mean for everybody.

**-Three days later-**

Kushina was sitting in the gardens of the palace, watching the fountain and seeing the butterflies flutter through the air. This place had a sense of peace that was unlike the sense of peace in her village. This was a… secure kind of peace, one that wouldn't fade anytime soon… at least, that's what she hoped. It was then she heard footsteps, and she looked to see Jaga walking to her. "My lady, Grune and Panthro have returned. I think you should hear what they have to say…" Kushina nodded, and she got up and followed Jaga into the throne room.

**-In the throne room-**

Claudus sat on the throne looking at Panthro and Grune, who were both kneeling their heads down. Kushina walked in and Claudus looked at her, and then back at Panthro and Grune. "Report" he said.

"We went to the village and after half a day we found it… unfortunately it was decimated, though what caused such destruction we don't know. One thing is for sure, whoever did it had considerable firepower." Panthro said.

"What of… my request?" Kushina asked Panthro, who turned to her, and then turned to a soldier and gestured for him to come forward. The soldier did, and handed Panthro a package. Panthro got up and walked to Kushina. He opened the package and Kushina looked, and she then put a hand to her mouth, tears welling up in her eyes. "Oh… oh Minato…" She said quietly. Before her, in the package, were strands of bloodied golden fur. She felt weak at the knees and Jaga put a hand comfortingly on her arm. She turned and buried her head into his shoulder sobbing slightly.

"I'm sorry…" Panthro said quietly.

"We were unable to find any trace of survivors… and anything that might have told us who the attackers were was unintelligible." Grune said.

"I know who attacked…" Kushina muttered. Panthro and Jaga looked at her, and then she sniffed and turned to look at them. "It was the lizards!" She said. Everybody looked at her then at each other shocked and surprised.

"That's impossible…" Grune began, "The lizards are barbarians. They can barely defend their homes much less launch an attack that will annihilate an entire village." Grune said. Kushina was about to open her mouth, when Claudus spoke.

"Grune speaks the truth. The lizards aren't a threat to anybody. It might've been another animal, though what could cause such destruction is the problem…" Claudus said.

"I'm telling you, it was lizards! Lizards in giant machines!" Kushina said.

"Machines? There haven't been machines in centuries." Claudus said dismissively.

"I'm telling you th-" However, Jaga placed a hand on her shoulder, stopping her. She looked at him, and he shook his head. Kushina closed her mouth and walked away, heading back to the garden. Jaga let her go, and then he turned to Panthro and Grune.

"My lord… I believe that we should look into this, see if there are any others who might have suffered the same attacks…" Jaga said.

"Why waste our time and resources? We have to look to our own borders! If there's an enemy coming, we must be ready for an attack!" Grune shouted. Panthro turned to Grune, and then to Claudus.

"Grune does bring a point. If there's a threat out there, and this close, then we need to tighten our defenses." Claudus thought of it, and then he nodded toward Grune.

"Make preparations at once! Alert all soldiers! Make sure that there's a watch shift every 4 hours." Claudus commanded, the two generals bowed and left to make preparations. Jaga watched them go, and he turned, and then left, his mind racing.

**-At the Garden-**

Kushina sat, staring sadly at the fountain now, any feeling of hope or joy gone… how could she be happy? Her one love in life was dead, and now, she would have to raise her child alone… tears began to fall from her eyes again. She let them fall, nothing in this world could hold them back, and everything that seemed happy just made her sad. The world would burn and she would never notice. "It saddens me to see you cry my lady." Jaga said as he approached her. Kushina didn't respond. "You're pained… that much is clear… although, I would not mourn…" Kushina looked at him her eyes blazing with anger.

"And why not! I have lost everything! My home, my people, my life and…! And…!" The fire died, and she slumped onto the bench, her face in her hands. "Oh why… why must the fates be cruel…? Why take him of all things…" She whimpered. Jaga looked at her calmly, and then he sat down next to her.

"My lady, while I understand your grief, but just because you do not mourn them, does not mean you forget them. You honor them by living your day to the fullest and it's not just for them you have to live for." Kushina stopped sobbing, and she looked at Jaga, confusion in her eyes. "You have a child on the way, and I think he would not see his mother crying every day, regretting that she lived while others died." Kushina blinked a few times, and then she smiled slightly and rubbed her eyes.

"Yes, you're right! I can't give up… I have to keep living for our child's sake!" Kushina said, placing a hand on her stomach. She reached forward and hugged Jaga, who was cut off guard, but returned the gesture.

**-1 week later-**

Kushina was eating her food slowly and calmly. Since her stay, her condition had been worsening, forcing her to the bed pretty much every day. However, despite everybody's growing concern, she still smiled, and said she was all right, though it was getting harder to wave it off with her increasingly pale fur. When she did move, she felt incredibly sick, and often went to the bathroom to vomit. At first, there wasn't much concern, but when she began to vomit blood, she knew something wasn't right. She, however, did not suspect that it was the food. The food was fine, but something was making her feel deathly ill. She just had to find out what it was. She finished her food, got up, and was heading to her bed, when she felt bile in her throat and rushed to the bathroom to retch. She vomited everything she had eaten, blood mixing into the bile and she continued for 10 minutes before it stopped. Panting and gasping, she laid on the floor, her hand on her stomach, concerned for the unborn child. She was worried that her sickness would pass onto the baby, and it would die at birth. She finally managed to find the strength to get to her feet and she shakily went to bed. It was then that a thought came to her, and she stopped and went to the door to find Jaga.

**-The following week-**

Kushina could feel it. Even with her weakened and sick body in her bed, she could feel the contractions starting. Jaga was there, along with a doctor and Panthro and Grune. The Lord could not attend, due to lessons for Tygra, but he gave his condolences and congratulations. Panthro was holding her hand as she panted, trying to get air into her lungs as her body struggled to give birth to the kit. However, as she tried to do as the doctor said, she saw white, and she squeezed Panthro's hand as hard as she could to hold onto life for this last moment. She had to live if but a minute longer, she couldn't abandon her child now. "Almost there! Just a bit more!" The doctor encouraged, a thunderian cat with gray fur and a large moustache, he seemed to know what he was doing. Kushina strained her body, begging it to do one last push and it answered with a strangled cry. Panthro put a large hand over hers.

"It's over!" He said. Kushina opened her eyes, seeing bright lights, then her vision focused to see the doctor with the baby in hand, the umbilical cord cut already, and was now being wrapped in cloth.

"It's…?" She asked, the doctor looked at her, smiling.

"A boy… though, I wouldn't say healthy at the moment. I would take him to check his health, but you deserve to be with him before we go." The doctor said over the young kit's cries. Kushina looked at Panthro, who nodded, and released her hand. She held up her thin arms, and the doctor handed the baby to her gently. She held the baby to her breast, and looked at its wailing face. She could see slightly damp golden fur, and after some slight rocking the baby calmed a little and it began to nuzzle her chest, cooing.

"So beautiful…" she said, her vision blurring again… she didn't have much time… she knew that now, but she didn't care, even these few seconds were precious. She stroked the baby's large ears gently. She then inhaled deeply and raised her head, "His name is Naruto… Jaga… Panthro… please… make sure he is safe… Doctor… do what you can… I… don't have… the strength…" She said weakly, holding out the baby, the baby squirming and whimpering. The doctor took the baby and he left, heading for the medical ward to see to the baby. Panthro followed the doctor, while Jaga walked up to Kushina. He knelt down and placed a hand on the center of her chest. Kushina let out a sigh, and he then stood up and placed the hand on his own chest before walking away. Grune stood there, watching her, his face emotionless. "So… it was you… wasn't it? All along… it was always you…" Kushina said weakly.

"I don't know what you're talking about," Grune said turning.

"You may… lie all you like… but I know the truth… I'm surprised I didn't think of it earlier… but then, I guess… I was in no real state to worry about myself… My food… you did something, didn't you?" Kushina said, her eye's blurring even more, but focusing on Grune's massive body. He turned an evil smile on his face.

"Yes… I poisoned it… for the time you were here, save the first four days." Grune said, "You were up to no good… that I know. It's best I put you and your runt down now before you become a problem!" Grune said. Kushina laughed, and then coughed.

"You're lust for power… will be your downfall… you may have killed me… but my son will live… and when he learns the truth… you better pray he never finds you… the wrath of my race is not to be taken lightly…" Kushina said.

"That runt will not live past this day! That I promise you! I'll send him with you to the afterlife!" Grune said, and he walked out of the room, leaving Kushina on the bed. Her breath slowed, and her eyes were heavy… her body was like lead, cold, heavy, and unresponsive. As her vision faded, a light began to shine, and in the light, she saw a figure, a fox with golden fur.

"Minato…?" She said, unsure. The fox opened its eyes, which were as blue as the sky. The fox grinned and then the tail came… only one. Kushina looked at the fox, and then she understood "Naruto…" She said, smiling, "You… look… like… Mina… to…" she said, her voice now a whisper, her eyes closed, a smile gracing her lips. Kushina died. She didn't die in despair or sadness, but with happiness and hope for the future for her son.

**-Medical ward-**

The doctor was now examining the baby, his hand to its head, and his stethoscope against its chest, listening to the babies whimpering, its fur damp with sweat. The baby was running a severe fever, and its heart rate was elevated. If this kept up, the baby would die from fever and too much pressure on the heart. He had to lower the heart rate and reduce the fever somehow, but he was unable to think what could help. "Doctor? May I see the child?" Jaga said, the doctor turning to see Jaga and nodded. Jaga then reached into his cloak and pulled out a plant with blue petals and a red center. "Grind this plant and brew it with water… make two, one for a tea, and the other to soak in cloth." Jaga said, handing the plant to the doctor, who nodded, and ran off. Jaga turned back to the kit, it gurgled weakly, its arms tense on its chest, its small bushy tail on its stomach. _'This illness… it's not natural, however, what it is, I cannot be sure… but maybe…'_ Jaga pulled out a small dagger and he reached for the kits arm. He made a small incision, and reaching in, he pulled out a small jar, grasping Naruto's arm and squeezing it, allowing blood to flow into the jar. When the jar was half-way filled, he stopped squeezing, and he held up a finger. It glowed brightly, and he passed it across Naruto's arm, the wound sizzling, forming into a slight mark. Jaga then tucked the jar away, and turned in time to see the doctor coming.

"Here, what should I do?" The doctor asked.

"Take the tea and make sure the child drinks it, even if he coughs it up… he must swallow at least a cup full when he does, take the cloth, and lay it on his forehead. I'll leave him in your care, but I will send a cleric to watch the child and to report to me." Jaga said. The doctor nodded, and Jaga left to conduct a test of his own.

**-In Jaga's quarters-**

Jaga looked at the vial of blood on his table, his eyes narrowing. He then held up a hand, and it crackled with power, lightning dancing on his fingertips. "Let us see now what causes this ailment…" Jaga said, and he held his lightning crackling hand over the vial, which shuddered, and then shattered, the blood rising, also crackling. He then held up his other hand, and it sparked as well. He then pushed his hands apart, the blood shuddered, and then it began to move to the side, but as it did, a black speck remained in the center and hovered there. Jaga raised his eyebrow. "Poison? But how could he have been…? Unless!" Jaga stood up, his hands no longer crackling, got up, grabbing his staff, and he headed for Kushina's room.

**-Several days later-**

The cleric watched the young fox breathe gently, its breathing slightly ragged and its ears flopped about wildly. Other than that it was all right. It would occasionally coo and turn its head, but its face was otherwise peaceful. Then there was the loud sound of footsteps and the Cleric turned to see Grune walking forward. The cleric stood up and bowed. "General Grune," The cleric's voice was strong and deep, indicating a male.

"How's the child?" Grune asked.

"He is fine for now… he seems to be making a recovery…" Grune gave a snarl and turned to Naruto.

"May I see him?" Grune asked.

"I'm afraid not…" The cleric said, "I have been given orders by both Jaga and the Lord that no one is to see the child until he fully recovers."

"You dare deny me?" Grune said. It was then that the sound of rapid footsteps was heard. Grune turned to see multiple clerics entering the room.

"We are following orders… I suggest you respect them General." The first cleric said, Grune growled then he turned and left.

**-A week later-**

Jaga and Panthro watched the baby as it looked up at them, its eyes a deep blue like the new day. Naruto's condition had been fully stabilized a few days ago, and he had opened his eyes two days after that. Panthro smiled at Naruto, who giggled and moved, rocking back and forth in the wraps that covered him. "Well, he has no fear, that's for sure," Panthro said.

"Indeed… he will be strong… but I fear he will be lonely… after all, rumors are stronger than facts in this day and age." Jaga said somberly.

"You're right, what are we going to do with him? We can't give him to some random cat… they'll mistreat him." Panthro said. Jaga put a hand on his chin, stroking his beard. Naruto giggled, and the wraps moved showing his arms and hands. Jaga looked at Panthro, and Panthro sensing the gaze, looked up. They stared at each other, and then Panthro's eyes widened. "Oh no! No, no, no, no! You cannot be serious!" Panthro exclaimed, his hands up.

"Why not? He seems fond of you, and if he is under your care, you can teach him how to defend himself… I believe under your guidance, he'll become a great warrior." Panthro looked a bit skeptical.

"Him? He's a twig! I bet he would barely last a day!" Panthro said.

"Your eyes deceive you… I see a great well of potential, and a being of great good… however, he will not know of it on his own." Jaga said. Panthro stared at Jaga, and then he sighed and rubbed his head.

"Fine… I'll raise him, but how do I do that? I've never had kids!" Panthro said.

"Ask Claudus…" Jaga said, and Panthro's face fell.

"This is hopeless!" He said. Naruto had been watching the two talk quietly, his eyes going between them as they talked, his ears twitching. Naruto looked up at Panthro, and then he giggled, and his arms managed to pop out of the wraps, and he reached up to the giant cat. Panthro looked confused. Jaga then chuckled and grabbed Naruto, and held him up to Panthro. Panthro grabbed the kit, holding him out at arm's length. Naruto blinked, and then he giggled and held out his small arms, waving them at Panthro. Panthro gave a nervous chuckle, "He's… cute?" Panthro said, unsure. Jaga laughed, and he headed out, going to the throne room to inform the lord.

**-9 years later-**

9-year old Naruto stood, and in his hand was a long sword, which he held firmly with both hands. He was standing in a room filled with weapons, and before him was Panthro, who was standing with his arms crossed over his chest. Naruto had grown rather quickly, and was developing at an impressive rate. His tail was large, like a giant golden brush with a white tip. His fur was golden yellow, when it was in the sunlight it shone like precious metals. He had blue eyes that were a dark sky blue. His large ears were triangular, and stood at the top of his head. On his head, was a spikey mess of hair, also a golden yellow. He currently wore an orange, sleeveless shirt with the thunderian symbol in the center, and black slacks that was ripped near the bottom. "Right, now let's see your skills," Panthro said. Naruto nodded, and he ran forward, swinging his sword in various directions. The movements were strong, but there was hesitancy in each swing. Panthro saw this, and he held up his hand. "Stop…" Naruto did, and looked at Panthro, confused. "Why are you hesitating? What are you afraid of?" Panthro said Naruto was silent and he looked down.

"I… I don't know…" Naruto said. He had a quiet voice, however, Panthro knew it was louder than most normally. Panthro watched Naruto, and then he unfolded his arms and walked forward, putting a hand on Naruto's shoulder.

"Look Naruto, it is okay to mess up. I'd rather see you swing and mess up than stay rigid and fearful. Sometimes you might not move the way you intend, but what matters is what you do to make up for it." Naruto nodded, his head still lowered. "Well I know that you mastered the sword already… so let's try a different weapon. What haven't you used?" Panthro said.

"Umm… A spear, nun-chucks, staff, great swords, axes, and a double edged sword," Naruto said.

"Hmm, pretty much weapons that are too big for you at the moment…" Panthro said, Naruto's face flushing.

"I can use them! I'm big enough!" Naruto said, indignant.

"I'm sure you could, but let's wait till you're older, all right? Just to be safe," Panthro said.

"But…!" Naruto began.

"But nothing! Now we'll call it a day… go see the princes. I'm sure that they'll want to play." Panthro said. Naruto stared at Panthro, and then he nodded. Panthro walked away, Naruto watching him go, and then walked out of the room, heading for the courtyard where the princes would be.

**-Near the courtyard-**

Naruto walked in through the white marble stoned area, surrounded by corridors and pillars, in the center was a fountain also of white marble. Near the fountain, prince Tygra and prince Lion-o were practicing their sword skills with wooden swords, and watching them was Grune. "Don't hold back Tygra! You're stronger, faster! Use your advantages!" Grune shouted. Tygra leapt into the air, and he swung his sword, knocking Lion-o's sword out of his hand. "Excellent!" Grune said, "Now continue your training and remember: what you cannot earn can always be taken!" Tygra smirked at this and Lion-o looked at Grune confused. Naruto then walked forward and the princes turned to Naruto.

"Hey guys!" Naruto said. Lion-o smiled and waved at Naruto.

"Naruto!" Lion-o said. Tygra smiled and put a hand on his hips.

"Whatcha up to?" Tygra asked. Naruto shrugged.

"Just finished training, wanna play?" Naruto asked. Tygra and Lion-o smiled and nodded, and were about to move when they heard footsteps. They turned to see Claudus with Panthro heading toward them...

"My two finest warriors," Claudus said. "I know what you're waiting to hear," Claudus said, both Grune and Panthro looked expectant. "I have chosen Lynx-o to be the General of the Army." Claudus said, both Grune and Panthro looked shocked.

"Lynx-o! But he has less experience than either of us!" Grune said.

"That's why I'm keeping you two together for another much more important task." Claudus said, and he pulled out a scroll and unrolled it. It showed a drawing, "The Book of Omens," Claudus said, "I believe it's more than a legend, and if anyone can find it, it's you two. I hope you understand." Naruto, who had been listening intently looked at Panthro, his ears twitching. Panthro looked at Naruto, and then at Claudus.

"Our role is not to question your highness…" Panthro said, while Grune folded his arms and looked away growling. Claudus nodded, and he bowed to them.

"Thank you… now I believe you better get prepared. It's not an easy journey you're about to take." Claudus said, and he walked away.

"We better get ready, looks like we're up for quite the walk." Panthro said, Grune was quiet. Panthro walked away and Lion-o and Tygra ran after their father, leaving Naruto and Grune alone.

"What's going on? Is Panthro leaving Thundera?" Grune glared at Naruto.

"Get out my sight insect!" Grune said harshly, and he walked away, leaving a confused Naruto.

**-Panthro's quarters-**

Naruto watched distraught as Panthro began to pack away his gear. "You're leaving!" Naruto said. Panthro glanced at Naruto, and then went back to packing.

"I have to…" Panthro said, somberly.

"Why! You can't go!" Naruto said.

"I was ordered to by the king, I cannot disobey…" Panthro said. Naruto stared at him then tears began to fall down his face.

"NO! YOU CAN'T GO! I DON'T WANT TO BE ALONE!" Naruto said, and he ran to Panthro and grabbed his leg tightly. Panthro stopped and looked down at Naruto.

"Let go…" Panthro said calmly, but Naruto shook his head and clung even tighter.

"I'm going with you!" Naruto said stubbornly.

"I said let go!" Panthro shouted, Naruto did release and grabbed his ears his head lowered and his tail wrapping around him he shuddered. Panthro sighed, and he crouched and placed both hands on Naruto's shoulders Naruto sniffed tears falling down his face. "Look Naruto you're still growing into a fine young soldier… you've made me prouder than anybody… So look I have a job for you… While I'm gone I want you to watch over Lion-o and grow up to be as strong as you can you can use the other weapons… So don't disappoint me! Got it?" Panthro said, Naruto sniffed then nodded. Panthro looked at Naruto then he did something surprising he hugged the young fox. "Make me proud…" Panthro said and he released Naruto and grabbing his gear he grabbed a cape and walked away. Naruto watched him go then he rubbed his face with his arm and said.

"Just you wait and see! I'll be even stronger than you!" Naruto said Panthro raised a hand and he walked through the door heading for the front gate.

**-The Front Gate-**

Naruto stood next to Jaga, who watched Panthro and Grune walk away, hundreds of other cats watching them go. Lion-o, Tygra, and King Claudus waved to the two as they walked away, but Naruto watched them go frowning. Jaga put his hand on Naruto, who looked up at him. "I will look after you while Panthro is gone." Naruto was quiet, "Is there something wrong?" Jaga asked.

"Can I still train?" Naruto asked. Jaga blinked, and then he laughed.

"But of course! Although, I will train more than just your body… I will also train your mind and spirit… For a healthy body requires a healthy mind! Now come, we must begin." Jaga said, and he grabbed Naruto's shoulder and led him away. Naruto looked back, it would be the last time he did that for a long time…

**-10 years later-**

A hooded figure was walking down the slums, near him was a small cat-like creature covered in red scales, with a cat face, and large red ears with furred tufts. The hooded figure walked, and then the sound of crashing and the whimpering of a dog were heard. The hooded figure turned to see a group of cats assaulting a dog. "That's right, pay up or get hurt!" A large brawny cat said with two swords strapped to his back, a giant hand grasping the dog's throat. The figure walked forward, the small creature grasping his cloak with its paw, making a sound.

"No, he's not a cat Snarf… but no one should be treated like that!" Said the calm and cool voice from underneath the hood. The large cat turned to the figure.

"What are you looking at!" The giant cat asked.

"Whiskers…" The hooded figure said, the large cat and his goons surrounding the figure.

"You gotta pay too! In the slums everyone is a dog!" The cat said.

"I have a feeling it's going to be you that has to pay!" The hooded figure said, his hand coming out to grab the cat, and he lifted up, sending the cat flying. A lithe female cat drew a dagger, snarling, ready to swing to cut the hooded figure. However the figure grabbed her arm and hit her with an open palm strike, she fell to the ground unconscious. It was then the shortest came at him, a dagger in his hand, but the hooded figure spun his extended leg, a powerful spin kick hitting the cat in the face, sending him sprawling to the ground. The fourth cat charged, his scimitar ready to plunge the blade into the figure. Snarf was running in between the cat's legs, the cat preoccupied by avoiding Snarf eventually tripped, falling onto the ground, while Snarf was launched into the air and came down on the cat's helmeted head, and landed on the ground looking surprised. "Nice going Snarf!" The figure said. Snarf gave a type of mew of pleasure, and then looked worried as the large cat grabbed the figure from behind, one huge arm on the figures neck; the other held up to lock the hold.

"Now, I'm going to gut you like a fish!" The cat said. The figure snarled, trying to break free from the iron grip, and then it loosened as there was a loud 'Thwack!' and from behind, another figure stood, cloaked in darkness, spinning something in the air, and then holding it still.

"Well now, who do I thank for the assist?" the figure said, turning to the stranger who walked into the light, showing a female cat with long blond hair with brown spots. She had unique reddish circles near her eyes which were light brown. She wore brown top, brown shorts, and had small disks near her ankles and wrist. In her hand was a staff. She looked at the figure.

"Cheetara" she replied simply. The figure looked shock, then he spoke.

"Hello there!" Then he cleared his throat and spoke in a deeper voice. "Hello there…"

"I don't think the king would find it fitting that his son was wrestling with alley cats…" Cheetara said. The figure pulled down his hood to reveal the spiked red hair and teal pupils of Prince Lion-o.

"He's the prince. Scatter!" The large cat said, him and his minions running.

"Ha… it's my dirtiest cloak and it's still a bad disguise!" Lion-o said, tugging on his cloak and shrugging. "Though I'm surprised that you helped me, I thought it was someone else!" He said.

"What's so important you'd risk your life coming here?" Cheetara asked. Lion-o was about to respond, when a hooded figure crept behind him, and from his cloak, two swords came out. Unusual swords that were flat on one end and bladed on the other. Also they were long, at least 7 feet. He held one to the princes neck, and the other to his heart.

"You're getting careless prince… I thought the king taught you better…?" A calm voice said. Cheetara was about to move, when the figure leaped back his swords going back into his cloak. Lion-o however didn't move or flinch during the whole debacle.

"Geez, how can I expect something like that Naruto?" Lion-o said rubbing his neck where the blade was Cheetara paused.

"Wait, that's Naruto?" She asked. The hooded figured pulled his own hood down and revealed the young and cheerful face of a fox. Like the dogs, Naruto the fox had a slight snout, but his face was flatter than the dogs, making him look like a cat. He had golden fur, and bright blue eyes, on his head was a spiky mess of gold hair. Under the cloak, he wore an orange vest and black shorts that were ripped near the hem, with red orbs on his wrist and ankles, and the Thundera symbol on the center of the chest plate. Wrapped around his waist were sheathes, where the two swords were.

"Yo! Cheetara! How's it going?"

"Fine… Last I checked you're supposed to guard the prince, not put his life in danger." Cheetara said, lowering her guard, and smiling at the fox.

"Yeah, true… but the best way to protect is to attack sometimes! Keeps their guard up." Naruto said.

"You two know each other?" Lion-o asked.

"Cheetara and I met some years back… she's pretty good with a staff, nearly beat me a few times." Naruto said.

"Don't push your luck… I'm getting closer." Cheetara said smiling gently.

"Yeah, yeah… speaking of pushing lucks, shouldn't you be somewhere Cheetara?" Naruto said.

"Shouldn't you two be somewhere? Why are you here anyways?" She asked.

"Think she can keep a secret?" Lion-o asked.

"Yeah, she shouldn't be here anyways, so she's in as much trouble as us." Naruto said.

"Ooook… shall we go?" Lion-o asked, putting his hood back on and walking.

**-In the Cat's Lair-**

Claudus, Jaga, and Tygra sat in the audience chamber, waiting, Claudus tapping a claw on his arm rest. "He knows how important today is! Where is that boy Jaga?" Claudus asked the head of the clerics.

"Be easy on him Claudus… Remember when you were his age? Your father was never pleased with you." Jaga pointed out patiently.

"I never neglected my duties as prince! Why can't he be more like you Tygra?" Claudus said, turning to Tygra.

"You're asking for the impossible father…" Tygra said simply.

"Didn't you send that fox to watch after him Jaga?" Claudus asked, turning to Jaga.

"Yes… But I never instructed him to bring the prince back, only to make sure he didn't get into trouble." Jaga said. Claudus growled and he closed his eyes, pinching the bridge of his nose.

"Those two will be the death of me!" He said harshly.

**-In the slums-**

Lion-o walked forward, heading down a gorge where shops lay against the walls. Naruto and Cheetara followed him, Naruto with his hood up. Lion-o came to a shop and a dog came out. "Lion-o, Naruto! Come in, come in, I got something that should interest you both!" The dog said, and he went back into his store. Lion-o looked at Naruto then at Cheetara.

"Jorma here sells certain uh… Collectibles…" He said.

"You mean black market items?" She corrected.

"Not exactly… You'll see inside!" Naruto said, and he entered the shop along with Lion-o. Cheetara sighed, and then entered as well. As she entered, she saw various strange objects that she had never seen before.

"What is all this?" She asked.

"It's what's out there, beyond Thundera's walls!" Lion-o said. Looking around at the stuff, he grabbed an item and tossed it to Cheetara. "What the Book of Omens calls… technology."

"Doesn't everyone think that's just a fairy tale?" Cheetara asked. Naruto sighed, shaking his head.

"I would've thought you of all people would've understood… What are foxes?" He asked pointing to himself.

"True… but you're proof that they existed." Cheetara said. It was then that Jorma walked to his table, which had a cloak on it, and he pulled it off.

"You think this is a fairy tale?" Jorma asked, a small device lay with a circular design, screws coming out diagonally, and in the center was a type of bar. Lion-o picked it up, and he examined it, Naruto looked at it as well.

"I think it's just junk people like you sell to people like him!" Cheetara said. Jorma looked at Lion-o.

"As cubs we believed tales about ships that could fly. Maybe everybody else grew out of them, but I didn't! I know there's a bigger world out there." He said, his eyes becoming glossy, and then he blinked and looked at Cheetara. "You think I'm crazy, don't you?"

"I think you're… different." She said cryptically, it was then a bell rang, Lion-o froze, and then turned to Naruto.

"Aren't you supposed to make sure I get to where I'm supposed to?" Lion-o asked.

"Noooo… I'm supposed to protect you, it's not my fault you can't remember your appointments!"

"You're an asshole!" Lion-o said, and he tossed a coin to Jorma, and then he ran out, heading for the palace.

"Right, so see you later Cheetara?" Naruto said.

"Hmmm, don't be late, I'll be making something special today!" She said, and she ran out of the store, speeding away.

"Hmm I better get going myself! Later Jorma!" He said, and he also hurried out.

**-The Cat's Lair-**

Tygra yawned as the sounds of footsteps were heard, and from the far end, Lion-o came into view. "Sorry, sorry, sorry!" Lion-o said hastily. Claudus glared at him, and then he turned to Jaga.

"Let us begin this sacred rite of passage Jaga." Claudus said. Jaga nodded, stood up, and raised his staff into the air.

"Guardians of the crown… bring forth the Sword of Omens!" he said, and from the entryway, several cloaked and robed figures walked forward, the one in the forefront holding something in its hands. The object was covered by a cloth, and as they walked forward, Naruto appeared by a pillar, and he winked at Lion-o, who saw him and gave a sheepish smile before turning back to the clerics. When the lead cleric walked forward with the object, Tygra winked and the cleric looked at him.

"Are you flirting?" Lion-o quietly asked, but Tygra didn't respond, just smirked.

"While you will one day wear the crown Lion-o," Jaga began, and he grabbed the cloth and pulled it off to reveal the Sword of Omens, a long sword with a red jewel near the hilt. "Only the Eye of Thundera, the source of our power, knows if there's a king inside of you. Take the sword, and become one with it." Jaga said. Lion-o nodded, and he grabbed the sword. He looked at it, marveling at its light weight. He walked to the center where the symbol of the Thundercats was.

"You now hold what built the Thundercat's Empire, but only he who has been deemed worthy can harness its awesome power!" Claudus said. Lion-o swung the sword experimentally. "Let me show you what it's capable of in the proper hands." Claudus said, walking forward, Tygra next to him, a sword in his hand. Claudus snatched the sword from Lion-o's hands, Tygra, standing next to Lion-o, turned to Claudus.

"Uh oh, catch!" Tygra said, tossing the sword in his hand to Lion-o, who caught it. Then Claudus turned, and raised the sword as he swung the Sword of Omens violently at Lion-o. Lion-o barely had time to react as the sword clashed against his own, sparks of electricity flying as the two clashed, knocking Lion-o back. Claudus then swung the sword downward, but Lion-o was ready, swinging his to clash against the Sword of Omens, electricity sparking between the two.

"The Book shows that it was our ancestors, the Thundercats, who defeated Mumm-ra! It was the Thundercats who brought law and order to a world of warring animals! And now, it is the Thundercats who are strong enough to maintain this fragile peace!" Claudus said, attacking Lion-o while he spoke, who parried each blow skillfully. Claudus then raised the Sword of Omens over his head and brought it down for a powerful downward slash. Lion-o blocked it, but the sheer strength of the blow sent him sprawling. Claudus stabbed the sword into the center, thunder sounding and sparks flying from the blade. Lion-o and the others watched this awesome display of power. Lion-o stood up and grabbed the sword, holding it up and feeling its weight and power. He grabbed it with both hands and began to swing the sword to and fro, releasing electricity from the sword which started as small sparks but grew to larger, more powerful bolts. "That's it! Concentrate!" Claudus said. Lion-o continued to swing the sword, growing more and more accustomed to it, his body smoothly flowing from one move to the other. He finished with a stab, the sword crackling with power as he stood in the center of the Thundercats symbol, and he held the sword down. He then held the sword in front of him and aligned it near his face, the hilt guards extending and the jewel formed an eye. Lion-o's eyes then began to glow with light and he felt his gaze extending to a distant place, and he saw a red pair of eyes and a wrinkled face. He pushed the sword away gasping. "Lion-o? Why did you stop?" Claudus asked. Lion-o turned to him.

"I…. saw something…" He said quietly, while Jaga walked forward.

"Tell us," He said, sounding curious. Lion-o looked uncomfortable.

"Um…" He said, looking around, and then there was giggling. "That!" he said, and he ran to a window where two female cats, were walking, Claudus and Jaga followed. "Ha meow!" He said forcefully. Claudus looked disappointed.

"The sword is ready Lion-o, but you are not…" Claudus said, grabbing the sword from Lion-o. Lion-o watched sadly as his father walked away. Jaga walked next to Lion-o and gave him a meaningful look.

"What? I didn't see anything!" Lion-o said.

"And I did not say anything." Jaga countered. Naruto walked to Lion-o and put a hand on his shoulder.

"Ah don't worry about it… it's not like this will go against you permanently." Naruto said. Lion-o didn't say anything.

**-On Thundera's walls-**

Snarf was sleeping peacefully in one of the warning horns of Thundera. "Something approaches! Sound the alarm!" A guard yelled, and then the massive horn was blown, startling Snarf and sending him into the water below.

**-In the Cat's Lair-**

Claudus observed outside the walls with a telescope, and he saw a large item being pulled by many figures, and atop was… "It can't be!" Claudus said, laughing slightly. "At long last!" he said triumphantly.

**-Thundera's Gates-**

The great gates opened, the three Royal Cats coming out on their steeds, and running alongside them was Naruto, his body low and his arms behind him for more speed. They stopped at the bridge to see a large amount of lizards pulling a large rocklike object and on top of the rock was Grune looking triumphant, his arms folded across his chest. Tygra urged his steed forward, so it pulled ahead of Lion-o and Claudus. Tygra then halted it and he leaped off. "Grune!" He shouted overjoyed.

"I come bearing gifts! I know it's not much now, but wait until the Thunderian stone cutters are done with it!" Grune said, and he leaped down just as Claudus and Lion-o arrived. Claudus dismounted his steed.

"Are you a sight for sore eyes old friend!" Claudus said, embracing Grune who returned the embrace. They pulled back, Claudus looking around expectantly. "And where is our dear friend, Panthro?" Claudus asked, but Grune shook his head pityingly.

"He fought valiantly, alas; he fought against a force that was even too powerful for him to overcome." Grune said, and he pulled a bag from his belt and pulled out Panthro's famous nun-chucks. Naruto, who had been watching and listening, stood there disbelieving. He didn't say anything though, and watched Grune calmly. "It is only through his sacrifice I stand before you today." Grune said, and he handed Claudus the weapon, and Claudus took them.

"Tomorrow, we will mourn this great loss. But today, we will celebrate the return of Thundera's greatest general!" Claudus said, putting a hand on Grune's shoulder, and walking back to Thundera, both talking to each other. Lion-o dismounted his steed and looked at Naruto.

"I'm sorry," He said. Naruto blinked and looked at Lion-o.

"Huh?" He asked.

"About Panthro. You looked up to him for a long time, and if anybody was waiting for him to return, it was you." Lion-o said.

"Yeah… At least he went out fighting… that's how he would've wanted to go." Naruto said, and he turned and headed back to Thundera, Lion-o watching him go, frowning.

**-Later that night in the city center-**

"It was many seasons ago, that I sent Generals Grune and Panthro to find the fabled Book of Omens. While the book remains lost, Grune has returned with tales of adventure, great treasure, and new lands to conquer." Claudus said. On a rooftop, Naruto sat on the ledge sideways, one foot was dangling, and the other was bent diagonally. He was lying on his back, idly looking at the sky. "Today, we show our appreciation," Claudus said, Grune stepping up as the people below began to cheer. Music began to play and cats began to dance to the music.

A large cat was eating a leg of chicken, when he felt something pulling his cloak. He turned to see two young cats looking at him, one a boy wearing a cloak of his own and light yellow coat of fur, the other a girl with unique red and black hair that was pulled back into a small ponytail. "Good evening sir! WilyKat and Kit at your service! Perhaps my sister and I can interest you in a melodic melody?" The cat glared at them.

"Scram you filthy street urchins!" The cat said.

"Oh but I am quite good, and you only need to pay if my gentle songs mousers your caring heart!" She said, holding up a strange ring like instrument with blow holes like a flute. She held it to her lips, and began to play, a wonderful song coming from it.

"I said- uuhhhh… Your music is lovely… as the day is long." The large cat said, looking groggy, and he even began to dance while Wilykat rummaged through his bag, pulling out a fish's remains.

"Ew… what does he keep in here?" He asked as he threw the fish away and he reached in, pulling out the remains of an apple, tossing that, and then he reached in again, and a jingle was heard as he pulled out several gold coins. "Oh, here we go!" Wilykat said, and pocketing the money, he ran as his sister finished playing the song. The cat blinked, and then he turned to Wilykit.

"I said scram kids!" He shouted.

"Of course… sorry to bother you." Wilykit said, bowing, and then she followed her brother. They grinned at each other as they ran away from the party. They continued to run until something grabbed them by their collars.

"Hey! Let me go! We didn't do anything!" Wilykat said struggling.

"You guys are lucky it was me who found you guys… had it been a guard or the King, you would have no hands." Said a calm voice. The two stopped struggling, and looked to see Naruto frowning at them.

"Oh, hey Naruto… we were just taking enough to get something to eat." Wilykit said.

"If you guys wanted something to eat, you could've just asked me you know. I have no problem giving you guys food." Naruto said.

"Well… we didn't want to bother you, what with everything that happened." Wilykat said.

"Guys, if you're worried that I'll get mad or something, don't be. I've already dealt with it." Naruto said, and he released the two. "Now give me the money." Naruto said, holding out his hand. The two sighed, and reluctantly gave Naruto the coins, who pocketed it and gestured for them to follow him, which they did.

**-In Naruto's secret cave-**

While Naruto was under the care of Jaga, he would explore the rock faces behind Thundera, and eventually he found a cave. The cave had a good view of the castle and the surrounding city, and in the cave, he kept various weapons and supplies inside that he would stock up on when the King paid him for his services. Naruto was known for his big appetite, in particular, for a recipe of his own known simply as Ramen that he himself suddenly created one day. He had enough of the ingredients to make several hundred dishes of the stuff, along with some other food that he kept stored. Due to the nature of the cliff, he was able to store various ingredients in the cold with little chance of them rotting or decaying. However, it was harder for one to breathe, so practically no one came to visit. Only Lion-o, Wilykat, WIlykit, and Cheetarah ever visited. Naruto walked inside, and began to prepare something for the three of them to eat. He quickly got some meat, and heading to a stone stove, he lit the fire, and began to cook for the pair who waited quietly. Naruto was done in the time span of a minute, and he walked to them, two large slabs of meat on separate plates in hand. "There you go guys… now if you'll excuse me I got to go see Lion-o, the games are starting soon." Naruto said, leaving the two to gorge on the meat.

**-In the Coloseum-**

"These games are dedicated to an outstanding general, and a loyal friend, who gave all he had in the name of Thundera!" Claudus spoke, a goblet in his hand, and then he held it up for a toast. "To Panthro!" He said, Grune, Lion-o, and Tygra following his motion. The people cheered as the games began, Lion-o and the others watched as two cats initiated the games, which were a test of strength, ingenuity, and courage. The goal was to ring the giant bell before the other did. As they watched, Lion-o turned his head to see Naruto standing to his left, watching the games calmly.

"Glad you could make it!" Lion-o said.

"Heh, I wouldn't miss this for the world!" Naruto said, grinning slightly. The bell rung as a cat knocked his opponent into the water, signaling his win.

"Ah, it's truly the little things you miss most." Grune said.

"I imagine it was the experience of a lifetime." Claudus said.

"When you were out there, did you see any technology?" Lion-o asked Grune.

"Don't ask him stupid questions Lion-o…" Tygra said.

"I see nothing has changed Claudus… one son with his head on his shoulders, the other with his in the clouds!" Grune said. "I'm afraid Lion-o I came across all manner of beast and warrior, but nothing even resembling technology. We did everything we could to find the book." Grune said.

"Perhaps what the skeptics say is true… the book's existence is no more real than its stories of technology or Mumm-ra." Tygra said, Grune laughed at this.

"I see so much of me in you. You would've made a great king! Ah, but such honors must be reserved for the bloodline!" Grune said, putting his arm on Tygra's shoulder.

"Lion-o also will make a great king!" Claudus said.

"Of course he will… I would've just made a better one!" Tygra smugly said. Lion-o growled, glaring at Tygra.

"You're just so perfect aren't you Tygra?" Lion-o said angrily.

"Thank you Lion-o!" Tygra said.

"Too bad you're afraid to get your tail kicked in front of your favorite hero!" Lion-o challenged.

"Now's not the time!" Tygra said, standing up. Grune then chuckled, and pointed at the coliseum.

"Now is the perfect time!" he said. Lion-o and Tygra looked at each other, and then they jumped down into the stage, the people cheering for them. Lion-o then turned to Naruto.

"Hey, come on down!" he said. Naruto smiled, and got on the edge, but then there was booing, and Naruto stepped back.

"I think its best I stay here!" Naruto shouted back.

Grune leaned close to Claudus muttering, "It's best he stays out… he would've cheated anyway." Grune said, though Naruto didn't hear it. Naruto watched as Lion-o and Tygra waited for the start. Then, the horn sounded, and the two launched themselves, climbing the large knotted tree. Lion-o had the lead, but when Tygra jumped, Lion-o stopped and kicked at Tygra, who grabbed Lion-o's foot, and punched Lion-o, knocking him off the branch he was climbing, into a lower branch. He recovered, and caught up with Tygra. He kicked at Tygra, who blocked the blow, and Lion-o responded with a punch, hitting Tygra in the cheek. Tygra responded with a spinning kick, hitting Lion-o in the face, sending him back down. Tygra leaped on the branch, holding the bell, and looking down at Lion-o. He then shouts.

"When it comes to everything but the crown, you'll always be second place!" He shouted, and Lion-o ran forward, his arm raised and ready to punch Tygra. But Tygra hit him first with such strength, it sent Lion-o into the water.

"Lion-o!" Naruto yelled, and he jumped off the balcony and dived down into the water after Lion-o, ignoring the crowds booing. Lion-o resurfaced with Naruto holding onto him, even as the bell rang.

"You're going to need your bodyguard for the rest of your life at this rate!" Tygra shouted. Naruto, who looked at Tygra, bared his teeth snarling. Naruto then turned to Lion-o and swam out of the water, taking Lion-o with him.

**-Back in the Cat's Lair in a balcony over viewing the party-**

Lion-o stood, the device he had gotten from Jorma in his hand, looking at it sadly. On the edge was Snarf looking at him, and Naruto who stood next to him leaning on the ledge, a sad smile on his face. "It's official, they think I'm a failure and they always will unless I can prove to them that I'm not chasing some childish fantasy." Snarf mewed, "But how can I do that when even Grune said there was no tech out there!" Lion-o said, frustrated. Naruto listened silently then he turned to Lion-o.

"Who cares what Grune said? Maybe he didn't look hard enough, or went to the wrong places to find technology! Maybe it is out there, and when we get out of here, we'll look everywhere for it! Cheer up man, one loss doesn't automatically make you a failure! Come on dude, cheer up!" Naruto said, and Lion-o smiled at this.

"I concur with Naruto… do not let Grune's failure to see stand in the way with what you believe." Lion-o hid the device behind his back. "The book tells that our greatest king will possess sight beyond sight." Jaga said.

"You mean like having visions?" Lion-o asked.

"More than that Lion-o, it's the ability to lead with clarity, for sight is useless without action." Jaga said, Lion-o considering those words.

"There's something I need to talk to you about Jaga." Lion-o said, but Jaga put a hand on Lion-o's shoulder.

"There will be time to talk later… there's a party still going on! Enjoy yourself!" Jaga said smiling.

"Thanks Jaga." Lion-o said.

**-Sometime later near the brigs-**

Cats were standing in front of the two captured lizards, waving torches in their faces, jeering at them. The lizards hissed at them, and cringed at the flames. Lion-o, Naruto, and Tygra walked up to the sight. "We can't let this happen!" Lion-o said, but Tygra grabbed him.

"Why? They're our greatest enemy Lion-o!" Tygra said. Naruto growled, and then he walked forward.

"For all your perfection Tygra, it appears you still have a flaw!" Naruto said, walking past them, and pushing past the mob and standing in front of the lizards, his arms outstretched. "Hey! That's enough! What's wrong with you, it's not enough that they're tied up like that? Would you like it if they treated you that way!" Naruto shouted.

"What's it to you! Were the conditions reversed, they would've killed us on the spot!" a cat said.

"Wait a minute! He's a fox! He must be a spy working for the lizards! He should be strung up with the rest of them!" Another cat said, walking toward Naruto, who reached for his blades, drawing them slowly.

"Hey! If you pick a fight with my friend, you pick a fight with me!" Lion-o called as he pushed past the crowd and stood next to Naruto.

"The Prince siding with a fox! The fox must've cast a spell on him!" Another cat shouted. It was then a pained groan was heard, and Tygra pushed past them.

"You just had to pick a fight with them, didn't you Naruto?" Tygra asked.

"Shut up and get ready to fight!" Naruto hissed. They stood there, glaring at the crowd, and then suddenly, someone leaped in from overhead. Naruto recognized the lithe figure as Cheetara, who landed on the ground, her staff in hand. "Well, good to see you too Cheetara!" Naruto said.

"Well, I was just minding my own business, when I saw you stirring up trouble as always…" Cheetara said.

"A likely story," Lion-o said. Tygra raised an eyebrow at this, and turned his gaze to the mob.

"GET'EM!" A cat shouted, and they charged. Tygra reached for his side, pulling out a double tailed whip. He swung it, the whip tails hitting the ground in front of the crowd, making them falter. Tygra retracted his whip, smirking, but the crowd looked at each other, and then they charged again. Tygra swung his whip hitting the ground.

"Now you see me!" He then flickered and then vanished. "Now you don't!" he said. They stopped, looking around for him. Tygra appeared behind one, and he punched the cat, sending him rolling into a wall. Cheetara readied her staff, spinning it in the air as cats charged her.

"Try and catch me!" She said, using her natural speed to blast past the cats, swinging her staff to knock them back. Eventually, she stopped, and began to knock them back en masse. Naruto held his sword so that the flat side of the blade was facing the cats.

"You think you can beat me? Just try it!" Naruto challenged. The cats charged him, and Naruto swung his sword at a cat, slamming the side of the sword into the cat's face, knocking him to the ground. Naruto continued to swing his twin swords, aiming for the joints of the cats to deal as little damage as possible while disabling them. His skill was superb as he went from one to another fluidly. A cat attacked Lion-o, but he blocked the attack and elbowed the cat in the face. He reached for another cat, grabbing his collar ready to punch him.

"Lion-o!" A voice cried, and Lion-o stopped and saw his father with Grune and some guards. "What is going on here… protecting lizards?" Claudus asked. Lion-o was about to speak, when Tygra spoke up.

"This was Naruto's fault… he was the one picking a fight!" Tygra said. Lion-o growled at Tygra as Claudus turned to Naruto.

"I trust you have an explanation?" Claudus asked.

"You guys hate the lizards… so why be like them? You torture these lizards for what? Living! All beings have a right to live, whether big or small, lizard or cat! Let them go… doing so would show that you're not a cold-blooded killer. Or do you wish to be seen as a Tyrant?" Naruto said. Claudus looked at Naruto carefully, stroking his mane. He then turned to one of his guards.

"Release them!" He ordered, and the guard nodded. He went to the stocks, and unlocked the locks and raised the beam holding the lizards. He and his fellow guards left, and Claudus then said. "Let this be a show of peace between the species!" Claudus said, and he then turned to Naruto, "You! Come with me…" Naruto nodded, and he looked at Lion-o, smiling, and then went with Claudus and Grune.

"Wait! Where are you taking him!" Lion-o asked. Claudus stopped and looked at Lion-o.

"That is none of your concern!" he said, and he continued to walk away.

"'None of my concern?' The hell it is! He's my friend, I'm coming with, whether you let me or not!" Lion-o said, and he began to follow Claudus, when Naruto stepped forward.

"Lion-o… relax nothing… bad is gonna happen! I swear to you!" Naruto said.

"No! This happened in the past, and each time, it has you say the same thing! I need to see this myself!" Lion-o said, defiant. Naruto sighed, and he looked at Claudus who nodded.

"Fine…" Naruto said, and he walked with Claudus, Lion-o following them, and Grune let them walk away. Tygra and Cheetara walked up to Grune.

"What's going on?" Cheetara asked. Grune looked at her, and then he smirked.

"He's taking the fox for punishment." Grune said.

"Punishment! What for!" Tygra asked.

"For attacking a cat!" Grune said as if this was obvious Tygra and Cheetara looked at each other.

**-In the Cat's Lair dungeons-**

Naruto walked down the steps, and he looked at the cells, seeing the prisoners there, mainly lizards, a few delinquent cats, and some dogs. Naruto passed them all, some of them looking at Naruto pityingly. Naruto nodded, and Lion-o looked at them, while Claudus ignored their gaze. Naruto then walked up to a door at the end of the hall and he knocked on it. There was a sound like metal sliding, and then the sound again, and the door opened. The one that opened the door was a large bulky cat, his face hidden by a hood, and he waited for Naruto and Claudus to enter. He was about to close the door, when he saw Lion-o. "He can enter!" Claudus said. The cat stepped back as Lion-o entered, he then saw it. The room was long and spacious, at the far end was a wall, and before the wall were two posts with straps on the top. Naruto sighed, and he pulled off his shirt, and threw it on the ground.

"Let's get this over with…" He said, and he stretched, his fur parting slightly as he did, and Lion-o saw it. Underneath the thick fur were the faint outlines of scars crisscrossing each other. Lion-o was shocked and horrified, he turned to his father, his teeth bared.

"What's the meaning of this!" Lion-o demanded. Claudus looked at Lion-o, and then he turned his head back to Naruto.

"Punishment… the fox swore when he was a child that he would protect you and all of Thundera, and should he ever harm a cat willingly, he would accept any punishment we saw fit. This is it." Claudus said. Lion-o gaped at his father, and then he turned to Naruto.

"You can't be serious! How can you let them do this to you!" Lion-o demanded from Naruto. "Answer me dammit!" Lion-o demanded when Naruto was silent.

"Don't worry about it… I promised I wouldn't harm anybody, if I break my promise, there must be a consequence for it!" Naruto said steely.

"Does Panthro know about this!" Lion-o asked, and Naruto nodded. "And he's okay with this! I don't believe that for a second."

"Panthro didn't approve of this. I'm sure if he was still here today, he would not be happy that Naruto is still continuing." Claudus said sadly. He then turned to the large cat, who grabbed Naruto roughly, and lead him to the posts. He then strapped Naruto to the posts, and walked to the King, grabbing a whip from the wall. "10 lashes," Claudus said. The cat nodded, and he let the whip fall, and he swung it at Naruto, the whip end slashing Naruto's back, however, Naruto made no sound. "one…" Claudus said, the cat whipped again, "two…" Lion-o watched as the whipping continued, wincing at each whip lash, tears forming in his eyes. When they reached ten, Naruto's fur was matted with blood, and the cat unstrapped Naruto, who fell to the ground in a heap, panting. Lion-o ran to Naruto and grabbed him, shouldering him.

"We need to get him to the medical ward!" Lion-o said.

"We do so anyways… Come…" Claudus said. Lion-o lifted Naruto, who walked with Lion-o, his legs shaking slightly.

**-The Medical Ward-**

Naruto, Claudus, and Lion-o entered the ward to see Cheetarah and Tygra standing there, both looking worried. They saw Naruto and Cheetarah was on him in an instant, while Tygra walked forward. Lion-o glared at Tygra. "You satisfied?" Lion-o asked Tygra, who looked guilty.

"He didn't know Lion-o, don't worry…" Naruto said.

"Come on, let's get you cleaned up and bandaged." Cheetarah said. Claudus however stepped forward.

"No, he has something special prepared." Claudus said, and he went to a cabinet and pulled out a jar filled with a clear liquid. He opened it, and he grabbed a rag, and dipped the rag into the liquid. He then turned to Cheetarah, and gave her the rag. She sniffed it and looked at the King appalled. "It's to clean his wounds." Claudus said.

"But this will…" Cheetarah began.

"Just do it! Get it over with!" Naruto said. Cheetarah looked at him, and then she parted his bloodied fur and rubbed the rag onto the wounds. Naruto hissed as she pressed the rag onto the wound, and Lion-o and Tygra looked at each other. "It's a special liquid that disinfects wounds, but it sometimes has a bit of bite to it." Naruto said.

"It's alcohol!" Cheetarah said.

"It's disinfectant." Naruto hissed.

"Why go through this?" Tygra said.

"Because without discipline, there's no commitment!" Grune said as he appeared, "You cannot say that after some discipline, you didn't learn your lesson? It's the same with him… he's just stubborn, so you have to enforce the lesson again and again until he learns it!" Grune stated.

"There has to be a better way." Cheetarah said.

"He wanted this to happen… it's not our fault, it's his." Grune said. Lion-o growled, and then he walked away.

**-The next day-**

Lion-o was in his room, tinkering with the device that Jorma gave him, trying to open it, and not being successful. Tygra walked in, "Now is not the time to be tinkering with junk! People think you're crazy enough as it is!" Tygra said.

"It's not junk, it's technology! I don't care what they think!" Lion-o said, not looking at Tygra. Tygra looked at him, and then at the walls of drawings.

"Maybe you should… people are talking about you and Naruto. They say it shows how you're not fit to lead them." Tygra said. Lion-o set the device down.

"And you agree with them! You who made Naruto go through what he went through!" Lion-o said.

"He would've been punished regardless… if it wasn't for me, it would've been much harsher. Father said that Naruto only got 10 because he had a chance to speak up!" Tygra snapped back.

"It doesn't matter… you're always looking out for your own skin… I bet if you were given the choice between who to save, you or your friend, you'd pick yourself in a heartbeat!" Lion-o countered. Tygra growled.

**-Later on, in a tower on Thundera's walls-**

General Lynx-o and a guard stood in one of Thundera's wall's tower, the guard with a telescope. It was then a strange sound was heard, the marching of footsteps. The guard, however couldn't see, "What is that?" He asked. Lynx-o pushed past him and sniffed.

"Even from this distance, I can smell them!" He opened his eyes, which were pale, showing that he was blind. "Lizards, and there are many! Sound the alarm!" He shouted. The horn sounded, alerting everyone, and soldiers began to arm themselves with pikes, bows, and arrows. Claudus, who had been watching the lizard army with a telescope, snarled and turned to Naruto.

"You see what happened? Now the lizards think of us as being soft and weak! We should've killed those two instead of releasing them!" Claudus said. Lion-o stood in front of Naruto, who lowered his head.

"I support Naruto's decision!" Lion-o said.

"Taking his side Lion-o? Hmph! Tygra, Grune, come with me! Jaga prepare your clerics!" Claudus said. Lion-o stood there with Naruto waiting. "You stay Lion-o with your 'friend'" Claudus said, and he walked away.

"I'm sorry Lion-o…." Naruto said. Lion-o turned to Naruto.

"Don't apologize… I wanted to do this, I think you're right, there's more ways to rule than with a sword." Lion-o said. Jaga walked forward.

"I concur, there are many ways to rule, and taking a new approach to rule should be welcomed." Jaga said, "I must go now. Naruto, protect the prince. I have a feeling you will be needed." Jaga said, and he turned and left. Naruto and Lion-o stood on the balcony, watching the battle progress. At first, it seemed to go well for the cats.

**-In the center-**

The giant rock that Grune had brought with him shone the image of lizards, and then the gems began to fall out of the rock and crash to the ground, and as it did, Lizards poured out. Among them was Slithe, a general of the lizard army. A lizard walked up to Slithe "It was getting a bit rank in there General Slithe!"

"A night in that rock is nothing compared to how long I've waited… to stand in the cat's impenetrable castle!" he hissed, and he ran to a statue of Claudus, pulling out a strange device and setting it on the statue. "It's time to see you fall Claudus!" Slithe said, and he leaped down and headed for the main gates to greet the king and his subjects. As he did, a black shadow suddenly slithered out of the rock and headed for the castle.

**-The gates of Thundera-**

The king was commanding his troops to fire, and they did, shooting arrows into the air to fall down on the lizards. "That's it! Let's send these cowards running once and for all!" He said. It was then that it got quiet. The air was heavy, and then they heard something, and from overhead, something flew past the cats into the city.

**-The Cat's Lair-**

Strange projectiles flew in, heading for the devices planted by the lizards, impacting and exploding with violent force. Naruto grabbed Lion-o and shielded him from rubble that sprayed into the air. "What were those!" Lion-o asked. Naruto looked up and saw another of the projectiles. It was then that he blinked, and he saw something strange papers that showed a device similar to that… the paper called it…

"Missiles!" Naruto said. Lion-o pushed Naruto off of him.

"You know what those are? How!" Lion-o demanded. Naruto grabbed his head confused.

"I… I don't know! I saw something! It's like… when I grab a weapon, I know what it is, but I can't explain it!" Naruto said. Lion-o relaxed at this, then he saw them, lizards running to the walls and in their hands was the same device that Jorma had! They held the device up and ran a finger along the lines, activating it, and then they set it on the door and it blinked rapidly, and then exploded, blasting the door down.

"Technology!" Lion-o said. He turned and headed for his room, Naruto following him, they then ran down the halls. It was then that Naruto sensed something, and he turned in time to see a dark blade materialize from nowhere!

"Whoa!" he grabbed one sword and swung it in time to block the attack.

"Heh, not bad!" A sinister voice from the dark said. Lion-o heard it and stopped turning to see Naruto holding the sword back.

"Go! Get those things and find the King! I'll deal with this scum!" Naruto said.

"Ha ha ha! Look at the kit trying to act tough! It's time for you to die, then that cat is next!" The voice said, and another sword appeared. Naruto ducked and performed a back flip, grabbing his other sword, and held them both in front of him.

"Go Lion-o! I'll catch up!" Naruto said. Lion-o nodded and turning, he ran to his room. Naruto looked around for the attacker, the blades having disappeared. He gritted his teeth and looked at a lamp, he sliced it, causing the oil to spill onto the floor and the flame fell in igniting the floor, banishing the dark. Naruto looked to find his attacker only to gape… before him was a fox with midnight black fur wearing a large black cloak with red glowing eyes.

"Grrr… clever for a kit… But you'll die now!" The fox snarled, and the two black swords appeared from the cloak. The fox ran forward, his blades swinging in the air to form an impenetrable barrier. Naruto braced himself and blocked the attack. Naruto then disengaged, and by leaping back, then forward, spinning in the air, the two swords extended. The black fox ducked under the attack and rammed an elbow into Naruto's stomach. Naruto gasped, and the fox spun, his leg extended, performing a spin kick into Naruto's face, knocking him back. Naruto recovered, growling, and he charged again, performing a series of quick thrusts that the fox parried with ease, using only one sword. "Ha you're making this too easy!" Said the fox. Naruto then smirked, and he then threw his swords at the fox. "What!" the fox blocked the blow with both swords, only for him to open his mouth in pain as Naruto's foot connected with his stomach. Naruto then grabbed his swords and stabbed the fox in the stomach. However, instead of blood coming out, black smoke billowed forth. "No! To think he defeated a Yako is inconceivable! My brothers will avenge meeeeeeeeeeee!" The fox howled as it vanished into black smoke. Naruto panted slightly, and he looked to see Lion-o running to him, carrying a bag on his shoulder.

"You won?" Lion-o asked.

"Do you see the enemy?" Naruto asked.

"No time for jokes. We gotta go now! Come on!" Lion-o said, heading for the stables, Naruto close behind him.

**-At the Coliseum-**

Tygra and Claudus ran inside, where they found Grune on the tree, and at the top was Panthro chained up. However, they were soon surrounded by lizards and the walkers. "It's a shame really… your loss was caused by your own foolishness and inexperience with technology!" Grune said. The walkers aimed their cannons at Claudus and Tygra, charging them to fire.

"Luckily, we know a thing about technology you traitor!" A voice said, and from the darkness, a disk flew and attached onto the back of the walker, blinking, then it detonated, destroying the walker, several more flying out and attaching onto the other walkers, destroying those as well. From the smoke, the form of Naruto and Lion-o appeared, Naruto with his two swords in hand, and Lion-o on his steed.

"Why Grune? Why betray the cats, your people!" Naruto shouted.

"Shut your mouth worm! You've been a thorn in my side since the day you were born. I may have failed to kill you before, but I won't fail this time!" Grune shouted. Naruto, shocked, looked at Grune in disbelief; it was then that he saw Panthro.

"Panthro!" Naruto's shock grew, then he looked at Panthro, something wasn't right. "There's something wrong about Panthro!" Naruto said.

"Tell me about it, you don't see him as the prisoner type!" Lion-o said. Naruto didn't say anything, but he knew that wasn't it… there was something else wrong, but he couldn't tell what.

"Thank you Lion-o, but now it's time to show that the Sword of Omens is the ultimate weapon!" Claudus said, and grabbing his sword, he lifted it to the sky. "Thundercats, HOOOOOOOO!" He shouted, the Sword of Omens crackling with power. He charged, and with a single swing, he cut down multitudes of lizards, slashing his way through to the tree and began to run up the twisting branches. Grune grabbed his mace and pointed at the king, it then opened, and green energy formed, and he shot a pulse of green lightning at Claudus, who raised the sword, blocking the attack. He struggled, and then he pushed forward, dissipating the attack and knocking Grune down, continuing his charge toward Panthro. While this happened Naruto, Lion-o, and Tygra were fighting the lizards. Naruto managed to knock a lizard away, and he jumped onto the tree. It was then that he smelled it… the decay of flesh and rotting skin. He sniffed, and he turned his head to Panthro, the smell was coming from him strongly, like death.

"Claudus, get out of there! That's—GAH!" Grune appeared, and he punched Naruto in the face, sending him flying, he crashed into the stands, and disappeared in smoke. However, Claudus only heard his name. When he looked, he saw no one and turning back to Panthro, he slashed the chains off, Panthro falling, but caught himself.

"You came for me?" He asked.

"Nothing will stop me from rescuing you old friend!" Claudus said, and he turned to Lion-o and Tygra. As he looked at them though, Panthro pulled out a dagger.

"FATHER!" Lion-o shouted, but Claudus wasn't quick enough as Panthro stabbed him in the back, blood spraying Panthro's face. Claudus fell forward, the sword falling from his grip, and the dagger embedded in his back, he fell into the water, disappearing as he sunk. Lion-o and Tygra dived in after him, and they pulled him out, and swimming to the tree, they lay the king against the base. Claudus opened his eyes and looked at Lion-o.

"No matter what happens, you made me proud…" He said, and then closed his eyes and relaxed into the cold embrace of death. Lion-o looked at his father, and then he turned to Panthro.

"You too Panthro!" He shouted. Panthro then spoke, and as he did his voice changed, becoming old, ragged, and menacing.

"Did you think that if technology was real, so would be the thing of your worst nightmares!" Panthro said, and purple energy coursed from his body, and he began to shape shift, his body shrinking and becoming bone thin, the skin graying, and his face becoming wrinkled and rotten. Standing there was the decrepit form of Mumm-ra.

"Mumm-ra!" Lion-o gasped.

Just outside of the Coliseum on the rubble of buildings, the clerics stood as a dark storm brewed above the Coliseum. Jaga saw Mumm-ra and he knew that it was truly him. "The day I have always feared has arrived! Clerics! To the death!" He said, and they all sprung forward, ready to fight and die. Mumm-ra chuckled darkly.

"You are but insects to the power of MUMM-RA, THE EVER LIVING!" He shouted, a dark wave of energy shooting out, obliterating all that came into contact. Jaga and a cleric managed to dive under the wave, but were soon surrounded by lizards with rifles. Tygra and Lion-o were also surrounded. "Thundera has fallen!" Mumm-ra shouted to the cheer of lizards "Take those two to the dungeon where they will rot! Bring the old one to me!" Mumm-ra said, and he vanished in a whirl of his dark cloak. Tygra and Lion-o stared at where he was, and then they felt the reptilian hands grab them and they struggled to pull free. The lizards, however, were numerous and strong, pulling the two out of the Coliseum. As they were pulled, they could hear screams and shouts, and the smoke cleared to show some cats running away from the coliseum. The lizards saw the sight, and grabbing the two princes, they forced them to watch the scene unfold.

"Keep moving! Get the civilians to the other shelters!" A soldier said. It was then they heard a noise coming from an alley. "Who goes there!" The soldier shouted, but there was no response. He pointed to another solider. "You there! Go check it out!" The solider nodded, and he headed for the alleyway, and looking inside, he walked in. "Do you see anything!" The first soldier asked.

"There's nothing here! Ahhhhhhhh!" Suddenly, he fell, and was pulled into the shadows. He continued to scream, then there was a sickening splat and the sound of ripping flesh, and then the screams stopped.

"Archers! Stand ready! Don't let any civilians be harmed!" The archers came forward, surrounding the civilians. They all waited, hearing noises from the shadows everywhere, not just the alleys but from the rubble as well as the buildings.

"We're gonna die if we stay here! I can't die! I'm outta here!" A panicky cat said, and he ran toward some rubble.

"Come back!" The soldier cried out. There was the sound of footsteps, then a scream, and the sound of rending flesh. "Archers! Aim! Hold your ground men!" The archers pointed their bows in the direction, as they heard wet footsteps. They were surprised to see the cat coming back. He was bleeding profusely from his head, his fur parted with large lacerations on his body, blood pouring out. He held up a hand, his eyes blank.

"H-help meeeee…" he groaned, and then he fell to show several black swords and daggers jutting from his back. This caused the civilians to panic, and they screamed and ran forward, pushing past the soldiers.

"No come back!" the first solider shouted. It was then that the alley seemed to stretch forward and began to gobble the civilians, pulling them in, only screams being heard before the sound of ripping flesh was made. The soldiers huddled together as the darkness crept forward. It was then that they came into the light, foxes with black fur and red glowing eyes covered in black cloaks. The soldiers stood in fear, not knowing what to do. It was then that the foxes pulled out their weapons, black swords and daggers stained red with blood, and they enveloped the soldiers, the only sound being heard was rending flesh and gurgled screams.

"Heh heh… those Yako sure know how to put on a show!" A lizard hissed. Lion-o and Tygra could only watch in horror and disgust as the dark foxes slaughtered the cats.

**-In a nearby alley-**

Kit and Kat saw the carnage up close, being hidden by rubble. They shuddered in fear as the foxes tore through the cats. Kat stared, while Kit whimpered, her whimpering causing a fox to turn to their direction. The fox walked forward, looking around, Kat grabbing Kit and putting a hand over her mouth to stop her whimpering. The fox walked forward, a sword held in one hand, crimson with blood, his fur also red with blood. Kit and Kat shuddered as the fox drew closer. It sniffed the air as it came, however its smell was muddled with the smell of blood in the area. It moved closer and closer, Kit and Kat could only watch its shadow in fear, and then the shadow turned and moved away. When it vanished, Kat and Kit gave off a sigh of relief. "I thought there was a rodent around here!" A voice said from a shadow. Kat and Kit looked to see the fox apparently coming out from the shadow.

"Go!" Kat said, and he and Kit began to run, heading into the alleyway .

"Keh heh heh! You wanna play? That's fine with me… you'll be dead soon anyways. Might as well have some fun before I kill you!" The fox said, and it sank back into the shadow. Kat and Kit ran, going in any random direction to get away from their assailant. They would often hear the cackling of their aggressor, who would appear down certain routes, and they would hear the scraping of sharpened metal against rock. They then ran into a building that was still moderately whole, and shut the door, panting. Kat and Kit fell onto the ground, exhausted and scared, but believing they were safe. "Keh heh heh! Nice try, but as long as there's darkness, you won't be able to hide from me!" a voice said from a shadowed wall. The fox appeared again, his sword in hand. "Now it's time for you to die… this game was fun!" He said, and he walked forward, the sword in hand. Kat and Kit watched in horror as he came closer, they backed away as best they could. It was then that they bumped into a wall. Kat looked up to see a lantern hanging from the wall, and he got an idea. He got up and jumped, grabbing the lantern, and pulled it with a pop, and he lost his balance, the lantern flying past him and directly at the black fox. It landed on the fox, the oil spilling into his fur and the flames igniting. "AAAAAAAAHHHHH! AH! AH! AHHHHH! AGH! I'M ON FIRE! NO PUT IT OUT! YOU DAMN RODENTS!" The fox shrieked, and Kat and Kit used this opportunity to run, heading for the window, they jumped out.

**-Some time later in the dungeon-**

Tygra and Lion-o were in the dungeo,n Lion-o observing the fallen Kingdom from the bars of the window. "We've lost our kingdom… our father… and the sword! We lost everything…" Tygra said glumly.

"This is my fault Tygra. I didn't know what it meant at the time, but… I did see a vision through the sword… Mumm-ra." Lion-o said.

"And you didn't tell anyone! This is exactly why you're not fit to be king! Your decisions always bring disaster!" Tygra said.

"Geez Tygra, give it a rest. You can't go for a second without badmouthing Lion-o!" A voice said. Tygra and Lion-o looked to see Naruto leaning against the bars, his arms folded.

"You! You have no right to address me, not after today! Did you plan this with those foxes!" Tygra accused.

"Look, Tygra I'd love to play twenty questions, but I can't, so I'm gonna say this… no… I didn't even know that there were still others out there. Not that it matters, those guys are evil to the core!" Naruto said

"So we noticed. Mind getting us out?" Lion-o asked. Tygra turned to Lion-o.

"Are you nuts? He could be here to kill us for all we know!" Tygra stated.

"Look, I don't know what your problem is, but Naruto has been there for us for a long time. He's sacrificed more than he had to, and has been there through thick and thin. I trust him; however, if you can't trust him, then you can stay here for the rest of your life!" Lion-o snapped.

"Tch, you better be right!" Tygra said.

"Gee, thanks for the vote of confidence!" Naruto said, and he started to pick the lock. Naruto worked on the lock for a while, it was then that footsteps were heard, and Naruto looked and to his surprise, he saw the lizard that was in the stocks earlier. In the lizard's hand was a bowl of food, and Naruto looked at the lizard, who looked nervous.

"What are you doing? Why are you helping those cats?" The lizard asked.

"Cause they helped me! They took me in when no-one else would, and for that I owe them my life!" Naruto said. The lizard looked at him, and then it walked forward and pushed Naruto aside, its back was turn to him and it stood there for a minute.

"There's a key in my pocket, and my back is turned… meaning that I'm open for an ambush… and for someone to take my key…" The lizard said. Naruto blinked, and then he nodded.

"Thanks…" And he made a precise chop on the lizard's pressure point, and it fell forward, unconscious, the bowl of food crashing into the floor. Naruto reached into its waist belt, and pulled out the key. he held it up and unlocked the door.

**-The throne room-**

Mumm-ra sat on the throne, the Sword and Gauntlet of Omens hanging next to him. Before him was Jaga, wrapped in bindings. "You are Jaga… Sorcerer to the dead king!" Mumm-ra said.

"And you are more grotesque than the stories claim." Jaga said.

"Did the stories neglect to tell you that the stone in that sword is mine!" Mumm-ra snapped. He reached for the Sword of Omens, but he barely touched it when lightning sparked, knocking his hand away. "I want it back!" He ordered.

"I'm afraid an ancient spell prevents the sword from being touched by the hands of evil!" Jaga said, smiling.

"That is why you're going to remove the spell!" Mumm-ra said.

"And while you're at it, you can tell me where the Sword of Elements lies… I sense its power in this castle!" A cool, gentlemanly voice said.

"Never!" Jaga said defiantly.

"Then I will just have to find another way!" Mumm-ra said, and from his cloak, bandages shot forth and wrapped around Jaga, lifting him into the air. From Mumm-ra's hands, purple energy glowed, and then shot out at Jaga. Jaga groaned in pain as his body was battered by the dark powers. On a balcony, overlooking the scene, a lizard watched the show. It was then that Tygra grabbed him, choking the lizard into unconsciousness, and grabbed the blaster from the lizard's hand, looking at Lion-o, who looked at Naruto, who nodded. Naruto drew his swords, and he leaped forward, slicing the bandages and letting them fall. This disrupted the flow of energy from Mumm-ra's hands, who staggered back.

"I don't care if you are Mumm-ra… nobody lays a hand on Jaga and gets away with it!" Naruto said.

"Ah I see… you're his brat… you look just like you're father. I didn't think that she would've made the journey on her own, but she has proven me wrong before…" Said the voice from before. Naruto blinked, and then looked to the corner where the shadows were. "Indeed… I'll have as much fun killing you as I did your father!" then from the shadows, a clawed hand appeared and slashed at Naruto, who leaped back. It was then that laser blasts shot at the hand from the balcony, Tygra having used his newfound weapon.

"Nice!" He said. Then he hid behind a pillar as the lizards opened fire on him. As he hid, he saw the shadows in front of him move, and from it, a sword came forth. He dodged to the side, and shot the arm holding the sword. There was a scream of pain, and the sword fell along with the arm turning, into black smoke.

On the lower area, shadows shifted, and from them came a tall black furred fox. He wore red armor that had a black cape behind him, and from the cape was a red symbol shaped like two serpents, readying themselves to battle. In his hand was a large black sword that curved and ended in a hook. The fox's eyes were red slits that glared at Naruto, and as Naruto looked at the fox, he grabbed his head as images rushed in fast and cluttered, but he understood them, and he looked at the fox.

"Madara!" Naruto hissed. It was then that he turned to see more of the black furred foxes coming from the shadows. Naruto held his swords, ready to fight, and as he watched them, Madara waved his hand, and the Yako's leaped forward, Naruto becoming a blur of gold and steel, his sword swinging and hacking through the dark foxes, making them vanish into black smoke, but some of them managed to get in a slash or stab at Naruto before they vanished. Madara watched Naruto fight with a smirk.

"Ah yes… Imprinted Instinct, the reason why us foxes are among the greatest of warriors… However, even with what you've seen, it won't tell you how to beat me… for no one has beaten me… You'll see that first hand!" It was then that Lion-o jumped down, landing on Madara, who snarled and got up. He held up a hand, a ball of darkness forming, and Lion-o grabbed the Sword of Omens.

"I don't know who you are, but you won't have my father's sword!" Lion-o said, and he swung the sword.

"THUNDER! THUNDER! THUNDER! THUNDERCAT'S HOOOOOO!" Lion-o shouted, the sword extending. He held the blade up, and red energy blasted from the stone and hit Mumm-ra, blasting him into Madara and out of the wall. The two rolled on the ground, and then they got to their feet.

"You cannot comprehend the forces you are dealing with! Ancient spirits of evil-!" Mumm-ra began, but Madara looked behind and saw it.

"My lord the sun, we must get to-Agh!" Madara couldn't finish, as the sun rose, and the two staggered forward as the light of the sun scorched their skins. They fell forward, and Grune came to get them. As he did, the dark foxes howled, and then they began to fade into darkness, their bodies stretching till they became inexistent.

Inside though, Tygra freed the cleric, revealing it to be Cheetara, to Lion-o's and Tygra's surprise. However, they were soon hailed upon with laser fire, and they ran toward Jaga, grabbing him and pulling him up. Cheetara grabbed the gauntlet, and ran toward a wall with a fire light. Jaga grabbed the fire light, and turned it, revealing a secret passage. Naruto and the others hurried inside, Jaga going last. But as he went inside, a laser bolt shot him in the back, causing him to yell in pain. The door closed behind him, and the lizards began to blast the wall, attempting to break it down. Lion-o, Naruto, Cheetara, Snarf, and Tygra ran down the passageway. "Before we go any further, something must be done!" Jaga said.

"It can wait!" Cheetara said, but Jaga pushed Tygra and Naruto off of him.

"It must be now! Lion-o, your left arm!" Jaga ordered. Lion-o held out his arm, and Jaga grabbed the gauntlet and fitted it onto Lion-o's hand. Lion-o held up his gauntleted hand and flexed the fingers. Jaga then knelt down, and he touched the gauntlet with his hand, Tygra and Cheetarah doing the same. "For the Eye of Thundera, and the Sword of Omens," he then tapped the gauntlet with his staff, and it glowed golden. "Now Lion-o, Lord of the Thundercats, go!" Jaga said.

"You're coming with us!" Cheetara said. Jaga shook his head, and he stood up and walked to a wall, he touched it with his staff, and the wall glowed, and then parted. He reached inside and pulled out a bundle, he then turned to Naruto.

"Naruto come…" He said. Naruto blinked and sheathed his swords, and went to Jaga, who handed him the bundle. "This is a gift your mother wished for you to have before she passed away… She told me that when the time was right, to give it to you. For it was your birthright and destiny…" Jaga said. Naruto blinked, and he unwrapped the bundle to show a rusted Gladius. Near the hilt were circular indentations, and in one of the indentations was a pure white orb that shone brightly. "Now go… protect Lion-o… that is my final request…." Jaga said.

"What? I can't leave you! Come on, I'll carry you!" Naruto said.

"Naruto… you of all people should know better than this… Now go… find the Book of Omens, with it, you two must uncover the secrets of the sword and Mumm-ra, it is your only hope… You will find the book in the setting sun… find it before Mumm-ra, and stop this evil before it becomes too much for even you to handle…" Naruto and the others stared at Jaga, and then Naruto nodded and turned to the others.

"Come on, we have to leave! If we stay here, we'll die, and all will be lost." Naruto said, and he began to run down the hall. Lion-o looked at him, and then at Jaga, and took off after Naruto, Tygra following him. Cheetara stayed, even as the room shook.

"You were my best student… I know that you will do well…" Jaga said. Cheetara closed her eyes and nodded, and then she opened them, and ran after the others, even as an explosion was heard, and Jaga turned to see Grune standing there with his mace.

**-On the cliff surrounding Thundera-**

Naruto, Cheetara, Lion-o, Tygra and Snarf looked at their decimated home. Lion-o looked at his gauntleted hand, and said one phrase that they would all remember. "This is only the beginning…" And right he was, the beginning of a new journey, of self-discovery, wonder, and evil times… for this was these would be the tales of the Thundercats and the birth of the Spiritfoxes.


	2. Chapter 2

The Thundercats and the Spiritfoxes  
>Author: Soul Teller<br>Rating: M  
>Reason: For violence, blood, lemons, nudity and language<br>**A/N: Well this was more successful than I ever could of dreamed… I'll try my best to keep up the level of quality of work. I sincerely apologize if this chapter doesn't add up to the first chapter but I'll try my best to best the first I doubt it will be as long as the first one. If it is though I'll be genuinely surprised… Also I forgot to mention this but a major contributor to this and most of my other stories is my good friend Baron Von Nobody who also makes excellent high quality stories when you get the chance read his stuff. I've blathered on long enough on with the show!**

**Chapter 2  
>The Ramlak, the Scorpion and the Meerkat…<strong>

It had been a day since the fall of Thundera. Lion-o, Tygra, Cheetara, Snarf, and Naruto stood at the base of the fallen statue, a fire lit in front of them. In the fire was burning the body of Claudus, Lion-o was holding the Sword of Omens in the flames, heating it and making the blade glow red. After a while, he pulled it out of the flame, and stabbing the sword into the base of the statue, he began to carve the symbol of their fallen nation. Naruto however was looking at the sword in his hand. Yesterday, when he fully examined the sword, is when the name of the blade came to him. 'The Sword of Elements,' however, that was all he could gain from the sword. Unlike with all the other weapons, when he held this sword, he didn't feel anything. Maybe it had something to do with what that Madara character said, 'Imprinted Instinct' or something like that? In all of his years, Naruto had no real shred of curiosity of his people due to the rumors of them. He had little reason to prove who and what they were; he stayed as much out of sight and awareness of the people. Since he had little to no connection with the people, he figured he should interact with them as little as possible. Naruto looked at Lion-o, who was looking at the fire. "Rest now to rise again Father." Lion-o said.

"May you find peace in the next life." Tygra said. Naruto looked at the flames, and he then held two fingers to his head.

"Walk the heavens in comfort and in the company of your ancestors…" Naruto said, the words coming to him from… he didn't know where.

"We should head for the lizards trail before it grows cold. Mumm-ra's lair is probably past the sandsea, so we have quite a journey ahead of us." Lion-o said. Cheetara turned to Lion-o.

"Mumm-ra? Jaga told us to find the Book of Omens though. Those were my teacher's last words to us." Cheetara said. Naruto listened to them quietly, still observing the sword, but his ears twitching slightly.

"The book can wait… it has for centuries." Lion-o spoke.

"But only the book can give us answers Lion-o." Tygra countered. Lion-o looked at them both, anger clear on his features.

"I already know who destroyed our cities and killed our king! What other answers do you need!" Lion-o shouted. "If either of us were on that funeral pyre, father would've already buried that demon! I intend to do the same for him!" Lion-o growled.

"You're angry Lion-o." Cheetara said calmly.

"I should hope I'm not the only one!" Lion-o said. He began to walk away, when Naruto turned and put a hand on Lion-o's shoulder.

"Lion-o, I understand how you feel… but giving in to your anger is not the answer… we need to stop and think… Mumm-ra won't be going anywhere, and the lizards will probably be by his side… we can get revenge later." Naruto said. Lion-o glared at him.

"Understand? These aren't your people; this was not your father. How could you understand, you didn't lose anything in this place! We're going after Mumm-ra, and that's an order." Lion-o snapped, and he walked away again, Naruto watching him go.

"You are the king." Tygra said bitterly, and he walked after Lion-o. Cheetara followed as well, and Snarf looked at Naruto, who sighed, and wrapping up the sword, he walked after them as well. Snarf made a noise and followed them as well.

**-Meanwhile-**

In another part of the ruined city, lizards had been looting homes and filling the loot into a machine. While they were busy, Wily Kat and Kit ran to the machine where all the loot was. "Well, what do we have here?" Kat said, and he opened a chest revealing clothes and various other items inside.

"Ooh new clothes!" Kit said giggling. The two take the chest, and headed away to change.

**-At Thundera's gate-**

Naruto, Tygra, Lion-o, and Cheetarah all walked forward wearing capes on their bodies. Lion-o paused to look back at his destroyed home; he gritted his teeth and turned forward again. They walked through the gate and maneuvered through the destroyed bridge. There was a large broken machine lying, and Naruto looked to see. "Kat? Kit? You guys made it?" The two young Thunderians looked up and smiled.

"Naruto! Prince Lion-o and Tygra! You made it. I thought we were the only one's! Hey, how about we join up with you until we get to where we are going?" Kat said walking up to them.

"No!" Lion-o said steely. Naruto turned his gaze to Lion-o surprised.

"You can't be serious!" Naruto said.

"We can't just leave them here." Tygra said. Lion-o turned to Tygra his teeth bared.

"We're on a mission to avenge father, and you want to play babysitter? They'll have to take care of themselves!" He said, and he continued walking. Kat and Kit looked at each other, and then they ran forward and began to mew at Lion-o, who steadily ignored them.

"Hey Lion-o, look, let me watch after them until we get them to a safe place, and then we can drop them off and be on our way, come on!" Naruto said. Lion-o stopped then he turned his head slightly.

"Fine, but they are your responsibility!" Lion-o said, and he continued, Naruto watched him go, and then he turned to Kat and Kit.

"Stay close to me you guys. I don't know what will happen." Naruto said, and they nodded.

"You're the best Naruto!" Naruto smiled, and he then walked forward. Kit and Kat smiled and followed Naruto. And so, the 6 companions began their travels, crossing the wasteland that lay before Thundera's walls, scaling through a canyon, and eventually they came to a forest. It was dark, and they set up camp, Naruto, who had been observing his sword, glanced away to look at his pack, and noticed they were starting to run low on food. "I'll be back." He said, and he got up and he placed the Sword of Elements on his belt. He then headed into the forest depths to find food; he pushed past branches and bushes, looking around, his eye's adjusting to the darkness, allowing him to see. He heard a rustling nearby, he turned to the source and he saw a bush rustle, and ducking down, he looked to see the bush shake. He slowly walked forward, his sword arm raised. He advanced, and he jumped over the branch, his sword thrust down. His sword stabbed into the dirt. Naruto confused, looked around. He could've sworn he heard these bushes shake… was he imagining it? He was about to shrug and head out, when suddenly, there was a clang of metal, and his sword went flying. He turned in time to see a black sword coming at him, and he reached for his other sword to find it wasn't there. He looked at his waist to see his belt was gone, but barely had time to react when he felt the sword hilt slam into his stomach, his vision blurring. He coughed and fell forward, clutching his stomach, he could hear footsteps, and then he saw a blade in front of him. Black and reflecting his image in the night light, he heard the chuckle.

"When I'm done with you, your friends are next… And then I'll take both swords and give them to Lord's Mumm-ra and Madara… Die!" The blade lifted, and as it did, Naruto saw the bundle before him containing the Sword of Elements. He reached forward and grabbed the handle, and he pulled as he grasped it, the sword began to glow, and then when he pulled it from the cloth, it changed. The blade extended and widened, the edge becoming wider as well sharpening, and instead of both sides being bladed, only one side was. The other side formed into feather-like ridges, and the blade becoming pure white. Also, near the center of the blade, an orb formed, glowing with light. The orb shone with such brilliant radiance it was nearly blinding, and the Yako hissed in pain as the light shown on it. Naruto grabbed the now transformed sword with both hands, and swung it up, slicing at the Yako who screeched with pain and became black smoke that fizzed out of existence. Naruto panted slightly as he held the now single-edged great-sword. Naruto looked at the blade, marveling at its design and its power. He then heard rustling, and grabbing the sword, he spun around, stopping himself as Tygra came forward.

"Whoa! Hey… I heard a noise, and thought you were in trouble! Where did you get that sword?" Tygra said. Naruto lowered the sword, looking at it as he did. Suddenly, there was a flash.

_**-Unknown location-**_

_**Naruto blinked, he was in a place that poured light from every direction, "Well now you're the new owner of the sword then?" a voice said. Naruto turned, looking around, seeing nothing.**_

"_**Who said that!" He said, looking around wildly.**_

"_**I did," Said a voice behind him. He turned quickly, and standing there was a tall vixen with blonde fur and nine-tails that waved in the air, each tail having a black tip on them. She wore a long, regal looking robe that wrapped around her body, however, near the chest was a cut, revealing a generous amount of cleavage. As he looked at the robe, more images of it appeared in his mind, flooding it, and the word came to him.**_

"_**A Kimono?" he asked his eyes on the vast amounts of cleavage.**_

"_**Kid… I'm old enough to be your grandmother, so stop staring and keep your eye's up!" She said harshly. Naruto turned his eyes up to her.**_

"_**S-sorry it's just… I haven't seen a female of my kind ever and… well, you… um…" Naruto said looking abashed. He then looked at the vixen again, who had a pure white marking on her head that branched out into four lines. And in the center of the markings was a green jewel. Behind the vixen was a large ring that glowed gold. "Who are you? And where am I?" Naruto asked.**_

"_**I am Tsunade the Element of Light. As to where you are, you are in the Sword of Elements." She said.**_

"_**I'm in the sword? What am I doing here?" Naruto asked.**_

"_**I brought you here so I can tell you about the sword." Tsunade said, "The Sword of Elements is as much an embodiment of the foxes or kitsune as we are an embodiment of it. The Sword can, like foxes, use the elements of fire, water, wind, earth, light, and darkness. However, the sword has lost its power, as the elements, save me, were scattered to prevent Madara from reclaiming it." Tsunade said.**_

"_**So…? How strong is the sword now?" Naruto asked.**_

"_**It's not so much the sword that determines its strength, but the elements that do, and whether or not they will allow you to wield them. Each element represents a thought of mind… light represents justice, kindness, and love. When you feel these emotions is when the Sword of Light is able to be wielded." Tsunade said.**_

"_**So basically, if I'm not using the sword for a specific reason, it will be useless, right?" Naruto said.**_

"_**Correct… you catch on quick," Tsunade said.**_

"_**I see… well, where are the other elements?" Naruto asked.**_

"_**I don't know," Tsunade said flatly. Naruto put a hand to his face in exasperation.**_

"_**So how do I find them?" Naruto asked, now getting frustrated.**_

"_**The elements will reveal themselves to you as you continue your travels. Now it's time for you to leave, however, you must prevent the prince of cats from making any hasty judgments, he needs a cool head." Tsunade said glowing now.**_

"_**Wait! I have some questions, please!" Naruto said but the light blinded him.**_

_**-Real World-**_

Naruto blinked, and he looked around, trying to get his bearings as he looked. Tygra cocked his head slightly. "You ok?" Tygra asked. Naruto turned to him.

"Y-Yeah… what happened?" He asked.

"What do you mean what happened? That's what I'm asking you! Where did you get that sword?" Tygra asked, pointing at the large white sword in Naruto's hand.

"The Sword of Elements…" Naruto mumbled.

"What?" Tygra asked.

"The Sword of Elements, this is what Jaga gave me before we left." Naruto said.

"What? How could that old rusty sword turn into this?" Tygra asked.

"This sword is the Sword of Light; the Sword of Elements can turn into a sword based off the elements." Naruto said.

"What?" Tygra was confused.

"Let's go back, and I'll explain everything to everybody." Naruto said, and he walked back to the camp. As he did, the sword glowed, and then receded back to the rusted Gladius.

**-Sometime later at the camp-**

"The Sword of Elements?" Cheetara asked. Naruto nodded.

"Yeah, and there was a spirit in it, she called herself Tsunade the Element of Light. Any clue as to what she is?" Naruto asked.

"I'm afraid I'm as clueless as you." Cheetara said, "I've never heard of this sword… or this spirit you speak of." Cheetara said. Naruto nodded.

"Thanks anyways." Naruto said.

"It doesn't matter. I doubt the Sword of Elements can even hold a candle to the Sword of Omens." Lion-o said arrogantly.

"Lion-o, that's not the point!" Naruto said.

"What? Just because you get some mystical sword, that means you have what it takes to kill Mumm-ra?" Lion-o growled. Naruto bared his teeth, growling slightly. He then shifted away from Lion-o, and he lay down.

"I'm going to bed. I can't deal with his crap any longer!" Naruto growled, and with that he closed his eyes, trying his hardest to sleep.

**-3 days later-**

The group came to a sandy area with rocks arcing and boulders on the ground. As they walked there was a howling, and a wind kicked up, forcing them to hold up their arms. As they progressed, the wind grew stronger and stronger until eventually, they were being pushed back. "We can't keep this up!" Tygra said.

"No! We have to keep moving!" Lion-o shouted.

"You keep this up, and we'll all be buried and amongst the dead!" Naruto shouted. Lion-o gritted his teeth, and then he saw a cave, and he walked toward it. The other's saw him walking and went to catch up to him. When they were in the cave, Lion-o lowered his arms. The cave was dark and foreboding, the bit of light from outside only reaching the barest mouth of it. The other's entered, and saw the cave as well, its dark depths leering at them, and then as Lion-o walked in, light began to appear as patches of moss began to glow. Snarf walked up to a moss and he prodded it, mewing curiously.

"This place is creepy!" Kit said.

"I have to agree with Kit on this one." Kat said. Naruto walked forward as well, looking around, he sniffed, and then he held his hand to his nose.

"Ugh! It reeks in here!" He said.

"What are you talking about?" Tygra asked.

"It smells like death!" Naruto said, the others looked at him, and then as Lion-o turned forward and walked, suddenly, the moss glowed from the ceiling, and they all saw. The bones of animals, some put in strange poses, all of them hung up by some type of string.

"I think we should leave!" Kit said her tail puffy. It was then they heard a clicking, clanking sound. They froze, all of the older cats drawing their weapons and moving in front of Kit and Kat. Naruto drew his twin swords and held them steady, the Sword of Elements tied to his back.

"Hmmm…? What have we here…? Sssssome catsssss…? The dessssert windsss blew in ssssome sssstrange food today…" Said a voice from above them. They all looked to see a strange armored creature hanging from the ceiling. The creature's armor consisted of a helmet that had strange markings that extended backwards, its mouth covered by a black rag. Its body armor consisted of a strange horned head with an open mouth, and shoulder panels with the same horned heads. From the mouth of the body armor, a large segmented tail ending with a hooked tip dripping with a liquid appeared. The creature's chest showed two pairs of arms, one below the other. The upper arms had pincers and the lower arms carried two viciously curved swords.

"What is that?" Kat asked.

"Me? I'm a sssssscorpion… you can call me… Sasori of the Red Sand… and I'll call you… breakfassssst, lunch and dinner…" He said, pointing to each of them with his swords. Then he jumped from the ceiling, his body twisting in the air to land on four insect legs. The scorpion, Sasori, stood up to his full height. He stood higher than the cats, his four legs stretching to their limits. "Hmmm, ssssssmall catsssss… Ssssstil good meat… and a kitssssssune as well? Lucky day…" Sasori said, and he swung his huge sword at Lion-o suddenly. Lion-o blocked the blade, and pushed it back, however, the second blade swung at Lion-o's back. Unable to dodge or block, Lion-o braced himself, however, Naruto came, and using both of his swords, he parried the blow. However, it was still very powerful, making Naruto slide on the ground. Naruto regained his footing, and lunged at the scorpion, spinning wildly in the air, the swords extended, both blades slicing. Sasori's two pincers shot forward and caught his swords. Naruto tried to pull his swords free, but couldn't. He saw the two swords coming at him, and he swung his body so that he was in the air, avoiding the slice. Naruto then swung his body so that his feet slammed into the helmeted head of the scorpion, making it stumble back slightly, and it released his swords. Naruto landed on the ground, and then jumped, both swords aimed at Sasori's armored belly. The swords and armor clashed, however, Naruto's arms jerked back as the swords literally bounced on the armor! Naruto gritted his teeth, and then landed on the ground, performing a back flip as pincer came down on him. The pincer buried into the earth, and Sasori pulled it out easily. "You can't penetrate my armor, it'sssss too ssssssstrong for you…" Sasori said with pride.

"We'll see about that!" Lion-o shouted, and he jumped forward, his sword raised high, electricity sparking from it. Sasori swung a sword at Lion-o, and Sasori staggered back from the blow of the sword. He hissed, and looked at his sword to see a large crack on it.

"Hmmm, that ssssssword is dangerousssss..." Sasori said, and he began to jump back as Lion-o tried to strike him with all his might. Sasori continued to jump away from Lion-o, and then he turned his helmeted head in time to see Cheetara's staff heading for him. He swung his head so that it smashed into the staff, and Cheetara gave a cry as she fell. Tygra then appeared, shooting his pistol at Sasori, who turned his back to Tygra, the blasts absorbing into the armor.

"What is that armor made of?" Tygra asked. Sasori swung his tail at Tygra, who jumped backward, flipping and landing on the rock where Kit and Kat were.

"Who caressss? You're gonna die anyway…" Sasori said. Lion-o then gave a roar, and he ran forward. Sasori slashed at him with his remaining sword and pincers, but Lion-o dodged the barrage and stabbed the armor with the sword, electricity sparking from it. The sword pierced the armor, and then it sank in, Sasori giving a shriek as the blade pierced the skin under the armor. Giving a snarl, he swung a pincer at Lion-o, knocking him away with brutal force! Lion-o rolled on his side several times, and slamming his chest into a rock pillar, he gave a groan of pain. Sasori hissed, and then he grabbed his armor, and he unstrapped it, retracting his tail as he did this, grabbing the armor, and pulling it off. He grabbed his helmet, and pulled that off too. His body was a scorpion's, stinger and all. His back had a thick shell carapace that was bright red. His face had multiple eyes, two large ones near the top of his head, two normal ones, and on the lower part of his cheek were two mandibles that that curved down his face. He had a mouth that was currently bearing his teeth, which were pointed and razor sharp. His head was covered with red hair that hung down to his shoulders like a mane. "That was my favorite armor you annoying cat! Now you're first course!" Sasori snarled, and lowering his upper body, he suddenly charged forward, his large legs a blur as he quickly closed in on Lion-o. Lion-o was still getting up from the blow, when Cheetara jumped forward and swung her staff at Sasori, who blocked the blow with a pincer. He swung his pincer at her, but she ducked the blow and jumped backward, and using her super speed, she began to barrage his head with rapid thrusts and strikes. Sasori snarled, and he swung his broken sword at her, Cheetara blocking the attack, and she fell back.

"Cheetara!" Naruto shouted, and he leaped at the scorpion, his foot extending for a kick. His foot slammed into Sasori's back, but nothing happened.

"Heh! You think you can pierce my shell…? Good luck with that! You bore me!" Sasori said, his tail wrapping around Naruto, and then swinging him away. Naruto went flying and landed on the ground, he struggled to his feet, his body aching. Sasori threw his broken sword aside, and grabbing his last sword with both hands, he swung at Lion-o. Lion-o had recovered, and swung the Sword of Omens up at Sasori, the two blades collided, the two gritting their teeth.

"Get out of my way!" Lion-o snarled, and pulling his sword back, stepped to the side and swung it up again, knocking the sword back from Sasori. "I don't have time to deal with bugs like you!"

"Then who do you have time to deal with…?" Sasori asked.

"That's none of your business!" Lion-o snarled.

"I see… You there, fox… Stay out of this!" Sasori said. Naruto blinked.

"You gotta be crazy! Like I'll abandon my friend!" Naruto shouted.

"Friend…? I wonder if he thinks the same at this moment…?" Sasori said, Naruto gritted his teeth.

"What do you know!" Naruto shouted, and he lunged at Sasori. Sasori swung his pincher at Lion-o, slamming it in Lion-o's gut. Sasori turned his blade to Naruto, and the swords clashed.

"I know quite a bit, like, when I see a person and a beast… you are a person your friend though…? He might as well be a rabid beast hungry for blood…" Sasori said. Naruto faltered at this. Sasori's free hand came, and slamming into Naruto's stomach, making him cough blood, and Sasori swung his pincer, slamming it into Naruto's head, and knocking him sideways into some rocks. "The path to peace is not an easy one, it is a path of pain and suffering… what matters though is how you act in that time, with a calm and just heart, or a heart angry and unreasonable..." Sasori said. Naruto blinked, those words sounded… familiar, but where he did not know. However he understood its meaning. He sat there, and he looked at Sasori.

"And in such times, guidance will come from an unexpected source, one that will either become a friend or foe in future times…" Naruto said, finishing the phrase. Sasori nodded, and he turned in time to block Lion-o's attack. Naruto watched the two combatants clash, and listened carefully to Sasori, who spoke as he fought. "So tell me cat, why the anger…?"

"I have a name you insect!" Lion-o roared, his blade clashing with Sasori's again and again.

"Yes, yes, so did all my other prey before you… do you really think that mattered in the end…? They all had names, yet it didn't matter to me… I have never heard of them before…" Sasori replied cooly.

"I'll make you remember my name!" Lion-o shouted holding the sword in one hand, and punching with his gauntlet. Sasori caught the metal hand and shoved it back at Lion-o, making him stagger.

"Why remember the name of an insolent whelp…? That screamed and threw a tantrum like a youngling…? Such petty things are not worth remembering…" Sasori said, swinging his body around so that his tail swept Lion-o, and Lion-o fell onto his back. He tried to stand, when Sasori's blade was at his chest. "The only one's worth remembering, are those who have carved themselves into the world with their deeds… Not their petty squabbles…" Sasori said. Lion-o growled, and then he smacked the sword away. Tygra, who had been watching, jumped down to Naruto.

"What are you doing? Why aren't you helping Lion-o out!" Tygra demanded. Naruto looked at Tygra.

"Because he's trying to help him." Naruto said.

"What?" Tygra asked.

"Just watch, this will be extreme, but he's trying to pound the lesson in." Naruto said.

"What lesson could that be? How to toy with one's food?" Tygra asked sarcastic.

"No, that misguided anger ruins one and his allies." Naruto said. Tygra looked at Naruto then at Lion-o and Sasori.

"Tell me cat… once you kill your enemy, then what will you do…?" Sasori asked.

"What does it matter to you!" Lion-o shouted, stabbing at Sasori again.

"When you have your revenge, if you have it, what will you do? You are only one animal…" Sasori said.

"Just shut up, nothing else matters as long as I kill Mumm-ra!" Lion-o shouted, the Sword of Omens crackling, and he slashed with his sword, snapping Sasori's blade, and sending the pointed end flying into a wall. Sasori looked at his broken blade, and then he suddenly back pedaled, and turned and headed past Naruto and Tygra, pinning Cheetara to a wall with a pincer. Naruto turned and on instinct, he grabbed his Sword of Elements, and pulled it as he did, the sword morphing into the feathery great sword, The Sword of Light!

"Let her go!" Naruto shouted, "What will this accomplish!" Naruto shouted.

"It matters not when one refuses to listen, maybe the life of his comrades will allow him to see reason…" Sasori said, "Well cat…? What will it be, continue to attack and put your friend in danger? Or cease and do what you were meant to do…?" Sasori asked.

"You're bluffing! No way would you hurt her with us here!" Lion-o said. Naruto and Tygra readied their weapons to attack.

"I see… then you have 10 minutes to find a white flower… it exists in the darkest corners of my cave. Find it, and you will save your companion's life." Sasori said, and with that, he stabbed Cheetara on her hand with his stinger, and then releasing her, he jumped, and began to spin his pincers forward, heading to the ground, drilling into it and disappearing into the earth.

"Dammit!" Lion-o said, the Sword of Omens retracting, and he sheathed it in the gauntlet. He and the other's ran to Cheetara.

"Damn! What about your 'friend,' huh Naruto?" Tygra said angrily at Naruto.

"He's still trying to teach a lesson." Naruto said, calmly looking at Cheetara's wound. He observed it, and as he did, images flashed in his mind again. They were so quick, he could barely comprehend them, but in it, he saw Sasori, and 4 other scorpions… he saw several animals… lizards, foxes, cats, and even birds. The scorpions, a stinger, a squirming bird, a large swelling bump, blood, convulsion, and a white flower; the flower had six petals shaped like talon, and the center was a large blue bud.

"Dammit! We gotta find this flower fast… but who knows what it looks like!" Lion-o said.

"I do… you guys go ahead, I'll catch up later." Naruto said. Lion-o looked at Naruto.

"No, we're staying just in case that scorpion comes back." Tygra said. Naruto looked at the two, and then he nodded, and turning, he ran into the cave. Instinct took over as he grabbed the Sword of Elements from his back. The sword morphed into the Sword of Light, and it illuminated the cave even brighter than the moss. Lion-o and the other's watched the light vanish into the darkness. Lion-o looked at Cheetara, who was had to lay on the ground, panting, sweat falling down her head and body. "I hope he makes it back in time." Tygra said.

**-The Depths-**

Naruto looked around, the Sword of Light shining as he walked forward, his steps becoming heavier and his body more hunched, as if it was being pulled by the very earth. It was then he heard the sound of clicking mandibles. He turned to see large spiders moving to him, the spiders the size of a steed, their large eyes staring into Naruto's. He growled, and then he held up his sword, ready to attack, "I don't have time for this! Out of my way!" Naruto shouted, and he jumped forward, spinning the sword, slicing through one spider, which screeched, green juices spilling from its hacked body. Naruto then turned in time to slash at a spider above him, its guts spilling onto his body. He turned to several more spiders coming at him, their teeth dripping with drool as they neared him. Naruto panted, and then he put a hand to his head as something came to him, a kitsune was holding the Sword of Light, and then the sword glowed, and the kitsune slashed, a wave coming from the sword. The vision faded, and Naruto looked at the spiders surrounding him. He growled, and then he held up the sword, light flowing from it. He then put his foot forward, and swung at the spiders, the action sending a slash of light at the spiders in front of him, slashing through them and cutting through the rock. The other spiders hissed and retreated back into their holes of darkness, Naruto panting then ran forward to find the flower.

Naruto continued to run, looking from flower to flower. He looked around him, and saw mainly darkness 2 feet away. He was sure he was in the deepest part of the cave. He looked around, but due to the encroaching darkness, he might as well of found a piece of coal there. He looked at his sword, which still shined, but the shine was fading… he looked down at the ground. "I have to keep going!" Naruto said, "I can't stop! I have to protect them, not because of a promise… Because they are my friends, and my family!" Naruto gripped the sword tightly in his hand. As he did, it began to shine brighter, "I won't give up, not as long as there is still a will in me!" Naruto snarled, and grabbing the sword with both hands, he stabbed it into the ground, and as he did, light exploded from the sword, illuminating the whole cave, sending small insects scurrying away. As the light shined, he turned his head to the left to see the flower between two rocks, shining with a light of its own. Naruto released the sword from his grip, and he headed to the flower, and crouching low, he gently plucked it from the ground. "I hope I'm not too late!" he said, and he turned and headed to his sword, grabbed it, and began the journey back to surface level.

**-Near the Cave Entrance-**

Cheetara twisted and turned her skin hot, and her flesh gaining a reddish tint, "Dammit! Where's Naruto?" Lion-o said, looking at the cave. Then he saw it, the light in the cave. He looked and saw Naruto running toward them, the Sword of Light in one hand, and the strange flower in the other. Naruto jumped and landed a few inches away from them, and put his sword down, which became the gladius again, and grabbing the bud of the flower, he used a claw to cut the bud, which split, and then holding the bud over her face, he poured the liquid into Cheetara's mouth. Cheetara swallowed, and she started to ease in her breathing, and eventually the red tint faded, and she put a hand to her head as she sat up.

"What happened?" she asked.

"Things got a bit out of hand, but you should be safe now. Give the flower some time to fully circulate, until then, stay off the front lines. It'll aggravate the blood and make the poison go through your body again. Though the poison is now inert, it can still kill you if it's not completely purged." Naruto said. Cheetara nodded. Naruto held out a hand, Cheetara grabbing it, and he pulled her up.

"Is she all right?" Tygra asked.

"Yeah, she is… but she can't do anything that'll cause her heart rate to elevate, which means we'll have to take it slow." Naruto said.

"Tch… fine, just make sure we move fast enough that Mumm-ra won't be gone when we get there!" Lion-o said. Everybody was silent, while Snarf mewed and shook his head pityingly. They waited a few more minutes, and soon left. When they did, Sasori came out of the ground, already garbed in a new set of armor. This one red with leg like protrusions on the back that went out and then around into the chest, before it forming into a tangle of thick armor, and the helmet was a red helm with large spikes on the ears and the forehead, and the mouth had large teeth that jutted outward. Sasori chuckled, watching his former prey go, "Go Thundercatssssss… your path will be one of pain, growth, lossssss, realization, and even rage... You will meet me again, although, what will I be when we do…?" Sasori said. He then walked forward and burrowed into the sand to find his next meal.

**-Rocky Passageway, Entrance to the Sandsea-**

The Thundercats decided to take a quick look at their inventory, which they found was severely lacking. "We are not gonna last long without food and water." Tygra said.

"We've also lost the trail," Naruto said, looking at the ground carefully. "The storm must've blown the sand over the tracks, covering them," Lion-o growled.

"I don't care! We keep going!" He snarled, and he walked away. Snarf groaned, and then fell forward, tired. Then he perked up at the sight before him, Kit and Kat following his line sight.

"What is that?" Kit said. Lion-o ran back to look as well. Beyond the small arch was a golden flowing object. They walked through, and Lion-o smirked as he recognized the sight before him.

"Looks like Snarf found the Sandsea. Mumm-ra's lair must be on the other side!" Lion-o said. Tygra looked at the rippling golden waves of sand that moved as if it was water.

"Do you see a way around it?" he asked, as they walked forward. Kit and Kat walked to see the strange sight, and then they gasped.

"I see something better!" Kit said, pointing to a pile of food floating on the sand.

"Food!" Lion-o said. They all crowded around the food, grabbing it, and eating with gusto, save Naruto, who stood back, watching carefully. He then moved forward slowly, his gaze looking around while the others ate. Cheetara then stopped.

"Hey does anybody else wonder where this food came from?" She asked. The others stopped, and Naruto stopped walking, his hand on his sword hilts. Suddenly, from the north, the sand split as something rose up, and suddenly, Lion-o and the others were in a net. Naruto gritted his teeth and jumped forward, grabbing the net, he and the other's flew into the air. They all crashed onto a boat, Naruto unlucky enough to land on his head, temporarily dazing him. The others saw their captors, the fish people, the Koi species. In front of them was a white and brown mottled Koi, who smirked while other Koi came near them.

"Quite the catch I say." He said. Naruto grabbed his head and shook it vigorously. He then saw what was going on, and attempted to grab his swords and get up, when a fat green Koi grabbed him by his arms and held him up. "A fox as well! Must be our lucky day!"

"What's all that racket?" A gruff, scratchy voice said, "That better be the Ramlak you spineless jellyfish are carrying on about!" From the stairs leading to the lower deck, another koi came out, this one with pale yellow skin, one eye was closed shut, and he had a red beard fringe. As he walked up, water dripped from his body as he walked. They heard a loud thump, and looked to see a peg leg, he looked at the catch. "Another worthless haul… take what the crew doesn't eat of them and turn it into chum!" The fish said. A large red fish with a chef's hat and coat smiled and began to rub two knives together, chuckling darkly. "Whiskers," Lion-o muttered. The fishes grabbed them and pulled them out of the net. Lion-o and the others lunged at them, but more fishes came with spears and strange devices that had spears loaded in them. The fish holding Naruto threw him at the others, and wrestling the group together, they managed to tie them there. The group had no choice but to stare as the fishes advanced on them.

"Tch it seems you fish stink as much as your lesser evolved brethren!" Naruto snapped.

"Ha! The food talks, and it has some fight too? I take it that mouth was used to eat the bait for the beast!" The Captain said.

"I am Lion-o, lord of the Thundercats, and I order you to release us!" Lion-o commanded.

"The other talks too? My, this day is full of surprises! Well Lion-o, lord of the Thundercats, I am Koineleus Tunar, Captain of this ship, and I order you filleted!" Koineleus said.

"Let's start with the little ones… their meat will be the most deliciously tender!" Said the chef. Kit and Kat gasped, fear in their faces, as the fish advanced, the ship suddenly jerked, and they all staggered. Suddenly, from the side, a large green tentacle snaked out, and grabbing a fish, it swung him high, and then dragged him into the sand sea. The fishes cried out in panic, while the captain looked toward the green tentacle, a grim yet eager expression on his face. "At last! The Ramlak, my wretched Quarry arrives!" From the side, one could see more of the tentacles, the tips studded with red bumps. The tentacles swarmed at them, and a fishman ran forward, the strange spear weapon in hand, and suddenly the spear shot out, a rope attached to it, and it stabbed into a tentacle. Blue liquid came from the wound, a wailing moan was heard, and the tentacle swung up, carrying the fish with it, and then flicking so that the spear came out and the fish fell. The spear retracted back into the device and rolled onto the ground and touched Cheetara. She grabbed it, using her feet, and maneuvered it so she could cut the rope.

Fish people were running, but Koineleus stood, and he turned to the cowardly crew, "Come on you filthy maggots! This is the moment we've been waiting for, fight!" He said, grabbing his sword, and pulling it from its scabbard to slash and hack at the tentacles. Cheetara had managed to saw the group out, and they got into themselves up and prepared. No sooner had they done this then the tentacles wrapped around all of them and lifted them up, save Snarf who managed to hide before one got him. Naruto attempted to grab his sword, but the tentacle was blocking his hand. Lion-o however grabbed the Sword of Omens, which extended.

"Thundercats! HOOOOOO!" He shouted, and he slashed the tentacle holding him, and as he fell, he slashed the tentacles off the others. He landed on the ground in front of Koineleus, who stared and then he smirked and turned to his crew.

"The foods got more fight than you!" He said. He then walked to Lion-o, "That's how it's done boy-o, show this cowardly crew how it's done!" A tentacle came at him and he slashed it quickly. Tygra blasted tentacles coming at him, while Cheetara bashed them with her staff. Naruto had his twin swords out, and was slicing many tentacles, while Kit and Kat even joined as they bit into a tentacle with their teeth. This combined frontal assault caused the tentacles to retract, and then sink back into the sand, the wailing moan echoing. Koineleus stood at the edge, "Run you coward! You can't escape me forever! I'll follow you straight to the flaming pits of Magmel before I give you up!" He shouted, the tentacles sinking into the sand. Lion-o walked to Koineleus, blue liquid covering him and the others.

"Now, what were we talking about before the interruption?" Lion-o said.

"I believe we were discussing how we'd fillet you! But had I known we'd catch such warriors, I'd of served me first-mate to you on a platter!" Koineleus said, said first-mate looking shocked. "Listen up fishies, these fine fellows are your new ship-mates. Treat them like your own scaly brothers! Give the little ones some food." Koineleus said, and putting a hand on Lion-o's shoulder, he led him away.

"FOOD!" Kit and Kat shouted with glee.

"Welcome to the crew!" The first-mate said with two swab-brushes, walking to Cheetara and Tygra, Cheetara grabbing the brush.

"Why don't I feel good about this… Tygra?" She asked, turning to him only to find him leaning against the side of the deck, retching. Lion-o and Koineleus climbed the mast to the crow's nest while Naruto followed Kit and Kat into the dining area. As Koineleus and Lion-o climbed, Koineleus shouted down to Lion-o.

"Hurry up ya landlubber! How could I be faster than you with twice the years and one less leg?" He said as he scaled the ladder with impressive speed.

"How'd you lose it captain?" Lion-o asked. Koineleus climbed onto the nest and he waited for Lion-o to come up before putting his peg leg on the pole.

"I didn't lose this leg! It was taken by the Ramlak!" Lion-o looked shocked, "So was our oasis home. It was a watery paradise amongst this barren desert… but the creature drunk it dry!" Koineleus said, grabbing a telescope and extending it. "You know what it's like Lion-o to have everything taken from you and replaced with rage…" the captain said. Lion-o looked down.

"A rage that won't go away until the monster that took it from you is no more," Lion-o said somberly. Koineleus looked through the telescope again.

"Aye," He acknowledged.

**-Dining area-**

Kit and Kat hungrily devoured the food, while the chef watched them eat quietly. They gobbled up a plate, and then finishing, they held up the empty platter. "More please!" They both said. The chef smiled, grabbing the plates, he filled them with food.

"That's it! Let's put some fat on those hungry bellies." As they ate the food he said, "I prefer my dishes a little spicy… how about some seasoning?" He asked. They nodded and continued to eat. Both so engrossed with the food, neither noticed him sprinkling the seasoning on them. He went to his kitchen to get some more, but he then saw Naruto standing in the kitchen casually holding up a skinning knife, observing it with great interest. "Oi! What are you doing in me kitchen?" The chef asked angrily.

"You know I never really had a taste for fish, which is odd, because apparently my people are known for it… however, I am willing to make a few… exceptions… if you know what I mean," Naruto said, turning an eye to his thumb on the tip of the blade.

"What are you-?" The chef began, but then Naruto pointed the blade at him.

"Listen now and listen good tubby… if you dare try to eat those two, I'll make sure that they eat you…" Naruto snarled. The chef gulped, and then Naruto threw the blade, the blade slammed with a 'thunk' inches from the chefs foot. "I'll be watching," Naruto said, and he walked past the chef, who watched him go, and then he grabbed his knife from the floor.

"We'll see fox boy." The chef said.

**-The Crow's Nest-**

"I'll tell you Lion-o, we would've sunk the Ramlak long ago, if the crew wasn't filled with insubordinates!" Koineleus said.

"What do you do when they question the course you set?" Lion-o asked.

"A crew rarely knows what's best for them. Everything you do is for that sorry lot, and they still go soft on ya! When they do, you'll have to sail on, with or without them!" Koineleus said. Lion-o considered those words, but then a crack of thunder made him turn his head.

"I see it!" Lion-o said. Indeed he did see it, a giant creature, the top had large tendrils that waved around, and near the bottom of the body were the tentacles from before. "There a quarter arc of the sun journey straight ahead!" Koineleus looked through his telescope, a smile forming on his scaly face.

"Good spot lad! Quit flopping around you lazy lobs! The chase is on!" The captain shouted. The ship whirred as it began to follow the Ramlak through the sand sea, and as they followed it, floating rocks and lightning crashed, the first-mate who had been following the Ramlak, turned to the crew.

"Lighting storm just blew in ahead! I say we sail around it!" He shouted. Koineleus pushed the first-mate aside.

"And lose the Ramlak's trail? Full speed ahead!" Koineleus said.

"But captain! We'll never survive!" The first-mate shouted.

"The only thing not surviving is the Ramlak!" Lion-o shouted as he ran up and jumped onto the helm, "Into the storm we go!" He shouted, and turning the wheel, he steered the ship into the storm. Tygra, and Cheetara ran to Lion-o, Naruto jumping onto the railing before Lion-o.

"Lion-o this is madness! What are you doing!" Tygra shouted.

"Turn the ship around you're gonna-!" Naruto began, but Lion-o pointed a hand at him.

"Quiet! I won't deal with insubordination! I'm not letting anything stop me from getting revenge!" Lion-o shouted. Naruto looked at him. Finally having enough, Naruto growled in frustration.

"Fine! Learn the hard way… I don't care anymore…" Naruto said, and he jumped backwards, flipping into the dining area, grabbing the opening, he then slammed it shut.

"Faster boy, faster! I can almost taste its foul breath!" Koineleus said.

"Captain! The ship won't last much longer in this storm!" Cheetara said.

"It's time to turn back!" Tygra shouted.

"Ha ha! I see you're as soft as the rest of the chum on this ship! Come on lad! It's you and me!" Koineleus shouted. Lion-o turned to him nodding.

"I'm right beside you captain!" Lion-o said, and with that, the two ran to the front bow of the ship and began to blast and slice through the rocks.

**-Down below-**

Kit and Kat finished their meal in the kitchen, and the chef had his knife and was sharpening it. "This old chef is tired of cooking… It's his turn to eat!" He said, walking to them. From the shadows, the sound of a hilt being gripped could barely be heard. Kit then jumped onto the table and in her hand was a yellow item topped with a pink swirling thing.

"That's why we made this! Looks good huh?" She said.

"What-Guph!" The strange item was stuffed into the chef's mouth, his head tilted back as it turned a pinkish red.

"You said you love that spicy stuff! So we just used a ton of that!" Kat said. Kit giggled as the chef fell back, unable to speak or move from the sheer hotness of the spice overwhelming his mouth.

"Thanks for the food!" Kit yelled as she and Kat ran to a door. As the chef lay there gurgling and grunting, the sounds of footsteps were heard. Then the chef saw feet, and then the feet bent slightly as Naruto's face suddenly came into view.

"Hmmm…" Naruto said. He then reached forward and pinched the fish's cheek, and then he pulled it back, and holding his fingers up, he licked it. "Mmm, spicy! Now then let's see…" Naruto said, standing up and walking into the kitchen, he rummaged around, and then he gave a 'ah' of pleasure, and suddenly, the sound of turning pages were heard, as the chef looked to see him holding a cookbook. "Let's see… Seafood! Now let's see if there's fish fillet… hmm… Ah ha! Hmm… it'll take some time, but it'll be delicious! A bit fatty but delicious." Naruto said, the sound of metal scraping against metal was heard. The chef's eyes bulged, and then the fish's vision went black. Naruto looked at the now unconscious fish and smirked. "Lucky for you though, I'm not really into fish!" He said, tossing the book over his shoulder and burying the butcher knife in front of the fish's eyes, which were white, foam coming out his mouth. "Catch ya later!" Naruto said, following Kit and Kat.

**-On deck-**

The moan of the Ramlak was heard as the creature surfaced, its massive green tentacles flailing about, and its large face tentacles wriggling. "It's surfacing! Now's our chance!" Koineleus said as they looked at the giant purple creature, it whipped a tentacle, slamming into a few of the crew. "Ready lad?" Koineleus asked as he got in the cannon again.

"Always!" Lion-o said, a spear gun in hand, he fired it at a tentacle where it held strong and the gun wrenched out of his grasp. Lion-o ran forward, and drawing the Sword of Omens, he slashed at a tentacle, turning to slash at another as Koineleus peppered the Ramlak with laser blasts. Meanwhile, the crew tried their best to fight, Tygra and Cheetara also pitching in. The Ramlak wrapped its tentacles around the ship, and then it began to crush the ship, the ship beginning to crack and then split! From below, Naruto grabbed Kit and Kat, holding them under his arms.

"Hold on tight!" He said, and he jumped to a now sinking piece, and then he back flipped, avoiding a tentacle and landing on another piece of debris. He barely released Kit and Kat when a tentacle came and wrapped around his ankle, it then whipped forward, sending him flying onto a sinking piece of debris. He slammed into the piece, and bounced off it into the sand sea, falling unconscious. As the ship fell apart, the crew fell into the sand sea! Lion-o stopped fighting to turn to the desperate sinking fishes and his comrades.

"Don't stop lad, its end is nigh!" Koineleus shouted, a spear gun in hand.

"The crew! Their gonna drown!" Lion-o shouted.

"Never mind them! We can always get a new crew… we have to finish this now before he submerges again!" Koineleus said.

"Isn't it the crew we're fighting for?" Lion-o demanded.

"Don't tell me you've gone soft like the rest of them?" Koineleus snapped. Lion-o looked at Koineleus, and he finally understood as he looked at the proud, arrogant, and uncaring captain, he understood what he had been doing.

"I guess I have…" Lion-o said, and he jumped into the sand sea, swimming to Naruto's limp and sinking body, and then he grabbed a piece of wood to float on. Koineleus ran to the railing, staring with pure hate at the Ramlak.

"Come on beast, I spit my last breath at thee!" Koineleus said. The Ramlak groaned, and Koineleus held his spear gun and fired at the Ramlak, the spear traveling up and lodged at the body. "You won't slip away this time!" Koineleus shouted. The Ramlak bellowed, and then it sank into the sand, and as it did, Koineleus was pulled, but he didn't loosen his grip, laughing maniacally as he was pulled into the sand with the Ramlak. Lion-o had managed to get Naruto onto a large enough debris of wood that was still floating, and turning to the fishes, he beckoned them. When the fishes and the rest of the cat's made their way to the debris, Lion-o, using a spear gun shot at a large piece of ship debris, and when it latched on, he began to pull. Naruto woke up, spitting sand and rubbing his head.

"Ugh… so much sand…" He looked to see Lion-o, and then he looked around as Lion-o pulled the rest to the debris, Kit cheering him. When they reached the debris, the fishes climbing up the wreck, trying to get away from the sand, Lion-o and the other's remained on the wood.

"You steered us into quite the storm Lion-o!" Cheetara commented.

"I lost sight of what's important and for that-"Lion-o began, when suddenly, the groan of the Ramlak was heard, and the creature resurfaced, and it lowered its body, revealing the mouth. The mouth shot purple tendrils, extending down, and snatching Lion-o up. The others went to move, but the tendrils pulled him out of reach!

"Give him back you slimy sack of tentacles!" Kat shouted as the creature drew Lion-o into its mouth. When he was gone, it turned its great body to the survivors, and its tentacles shot forward again. The others could only watch in fear as it advanced on them, Naruto however looked at the creature, and then he smirked and sat down.

"You lose Ramlak." He said simply. Suddenly, the Ramlak stopped, and then the sound of squelching flesh was heard, and from the Ramlak, electricity shot forward and a white object suddenly pierced through, and then down as it went, water gushed out! Suddenly, from the rip, Lion-o came out, covered in water. The Ramlak deflated as the water exited its great body, which was now ripping apart as the water gushed out, filling into the sand sea, and pushing it away as the water began to rush back in the sheer force and quantity, revealing land. The fishes cheered as the water splashed them, their home recovered.

**-A few hours later-**

Lion-o stood in front of what remained of the crew in the sand sea, a specially designed gondola floated, Tygra, Cheetara, Snarf, Naruto, Kit and Kat were on, waiting for their leader. "Thanks to you, we have our home back!" The former first-mate said, grabbing Lion-o's hand and shaking it gratefully.

"I'm sorry about your captain." Lion-o said. The first-mate looked at Lion-o.

"It was his own foolish choice that led him to his sandy grave," The first mate said. Lion-o lowered his head slightly.

"We better get moving before the sun sets!" Tygra said. Lion-o turned to them the fierce hate that was once in his eyes now gone.

"So what orders do you have for your crew?" Cheetara asked. Lion-o smiled.

"We head out for the Book of Omens!" He said.

"Aye, aye captain!" Cheetara said.

"And what of these two?" Tygra asked, pointing to Kit and Kat, who were mewling and purring.

"I'm not babysitting them… it's a good thing they can take care of themselves… besides, I think Naruto has their backs!" Lion-o said, looking at Naruto, who was sitting down, his head held up by his arms, his eyes closed. He opened one eye to look at Lion-o, and then he smiled slightly. Lion-o looked at him, and then he bowed his head. "I'm sorry for what I said earlier… Still friends?" Lion-o asked, raising his head to look at Naruto. Naruto was silent, and then he laughed.

"Dude, it'd take a lot more than your tantrums to get rid of me! Still bros!" Naruto said, giving a thumbs up, the other's chuckling at this.

"Then let's go!" Lion-o said, getting on the gondola, letting Tygra steer them away. As they drove away, Naruto threw his head back, and looking at the fish chef, he licked his lips. Several fish were catching their chef as he fainted onto the ground, his mouth foaming.

**-A few hours later-**

As the Thundercats drove through the sand sea, Naruto was sharpening his swords quietly. Kit and Kat were yawning, and Snarf was purring as he slept. Kit and Kat were bored out of their minds, and had tried to do a game of 'The cat saw with his big eyes…' however, due to their surroundings; the game was becoming very lackluster, as the sky slowly darkened. Kat groaned audibly, and he laid back, his eyes looking with no real purpose at the sand. He then blinked, and flipping to his stomach, he focused his eyes on something. "The cat saw with his big eyes… something hairy!" He shouted.

"Something Hairy?" Kit asked. Naruto, who had been paying attention to their game, looked at Kat confused.

"What are you-?" Naruto began, but Kit suddenly saw it as well.

"I see it! There!" She said, pointing as well. The other's followed her finger, and as they looked, they did indeed see something hairy. A black haired thing that was swallowed up by the waves, and then revealed again. "Well what are you waiting for? Let's go!" Kit said, glaring at Tygra, who sighed, and then turned the Gondola, heading for the strange thing. When they were near it, they could see that it was hair, and just below the hair was the head of an animal.

"Looks like he drowned," Tygra said. Suddenly, there was a loud snore from the animal, making everybody jump. They all looked at the head, and then another snore came out, "I've heard of sleep walking, but… sleep drowning? That's a new one." The other's nodded. Naruto then reached forward, grabbing the animal, he pulled him out, and when he did, he laid the animal on the floor of the boat. Before them was the thin, lithe form of a Meerkat, however this Meerkat had a half bowl of black hair that was cut off in the back, which lead to a ponytail that traveled down to the middle of his back. He wore a green top with long tight fitting sleeves; his exposed skin revealed a creamy and white colored fur. The fabric was patterned with many swirls, and even had some gold embroidery. He wore burgundy pants made of silk that also was rather tight fitting. Around his waist was a large black sash that had a slight excess that lay on the ground, and looked as if it reached to his knees. The Meerkat snored again, and the group looked at each other, wondering what to do.

"Well, we can't leave him here, let's take him with us," Naruto said.

"It'll slow down the gondola!" Tygra said.

"It's fine, the Book of Omens isn't going anywhere." Lion-o said.

"Fine, but it's not the book that worries me, it's those things that attacked Thundera, the Yako." Tygra said. He turned back to the controls, and steered the gondola away, heading for land. Naruto looked at the meerkat closely, he then noticed the meerkat's lips, which cracked slight, probably due to dehydration. Naruto looked at Lion-o.

"Got any water?" he asked. Lion-o nodded, and grabbing a large pack, he reached in and pulled out a large water skin filled to the brim with water. He popped out the top, and holding the water skin, he poured it into the meerkat's lips. The water splashed around the lips, and some of it entered the gap into the mouth. The meerkat suddenly sat up, his mouth opening, and then snapping around the skin, he began to gulp the water down. Lion-o pulled the skin away, and the meerkat fell backward again, his head colliding with the floor with a thunk. This caused the meerkat to open his eyes, and then he sat up again, grabbing the back of his head, groaning.

"Where am I?" The meerkat said. His voice was young, vibrant and filled with enthusiasm.

"You were in the sand sea. What were you doing?" Lion-o asked.

"The sand sea? Ah yes! I was doing a task for the great and wise Turtle Sage, Mighty Gai!" The meerkat said. They were all silent, and then Naruto put a hand on the meerkat's shoulder.

"Right… what's your name?" Naruto asked.

"Rock Lee! Though you can just call me Lee my friend!" Lee said.

"Right, so what exactly happened?" Naruto asked.

"I was given a task to run 200 hundred laps around the Sand Sea without stopping! I was on my 100th lap when… Hmm not sure… I guess I fell asleep?" Lee said putting a hand on his fuzzy chin.

"Why would you do something so… reckless?" Cheetara asked.

"Because I promised Gai-Sensei I would complete the task without fail! If I did fail, I would hit a boulder 500 times with my fists!" He said, holding up his black fingers and clenching them into a fist.

"So COOL!" Kit and Kat said, their eyes sparkling.

"So weird…" Tygra mumbled.

"So reckless." Cheetara stated.

"So not possible." Lion-o said.

"Hmmm…" Naruto looked at Lee's costume, and his hands, his eye's seeing the numerous tiny scars on the hands, which were rough with use. He looked at the others; Tygra had turned back to the controls and was now piloting the gondola toward land. "So tell us your story Lee… if you don't mind?" Naruto asked. it wouldn't be until later that he would regret that question.

"Ah! Well my friends, it all started when I was younger… I was in a clan of my people who were well known as farmers, miners and some as spies as well. But I wished to be different. I was no good at farming or scouting, unable to find what I wanted. So I left and traveled the land, finding many wondrous sights! One day, I was attacked by bandits… it looked grim, but I still tried to fight… however, they overpowered me, and the day was looking bleak. Suddenly, the bandits were defeated in a single blow! My savior was the great Turtle Sage, Gai-sensei. I begged him to teach me his ways, and he agreed. Since then, I have spent many years under his tutelage learning his ways of combat…" Lee's story eventually took a turn for the odd as he described the many tasks and challenges. Most of which, the cats, save Kit and Kat, could hardly believe. Naruto listened; despite the odd and constantly ridiculous tasks, he could see that Lee was not lying or exaggerating. Whoever this Mighty Gai was, he definitely was no pushover, if a bit ridiculous. The sun was setting however, and they could see land. Tygra then steered the gondola toward it. Grabbing the supplies loaned to them by the fishes, they exited the gondola. "…I was then told to run 200 laps, where I suppose I dozed off while jogging still!" Lee said, rubbing his head bashfully.

"Wait! Are you saying you were asleep while jogging?" Tygra asked. Lee nodded.

"Oh yes… Gai-Sensei has told me that I have done this very often and has even said that I still do other actions while asleep as well!" Lee said.

"In that case, you must have an extremely strong case of muscle memory." Naruto said.

"Muscle memory?" Kit asked.

"Muscle memory is the phenomenon when your body is so used to an action that you are able to do it regardless of your condition. It is theorized that with enough repetition, one could fight purely on muscle memory, even if the person is unconscious." Naruto said.

"Whoa… sounds like a cool ability." Lion-o said, Naruto nodded.

"It is… but it takes years of practice and repetition… you'd have to be doing it so much, your body will automatically know how to do it. However that takes time." Naruto said. He turned to the sky, which was darkening. He looked to see the others walking toward a forest, and he followed them and saw they were starting to make camp. While they did that, Naruto grabbed the pack and began to search for food. He managed to pull out some insect-like bodies with some raw meaty legs, and finally some veggies. He looked at the food, and he shrugged and rummaged through the pack to find the water skin, and rummaging further, he found a pot and started to prepare for the cooking.

**-2 hours later-**

The other's watched as Naruto grabbed the bowls and began to pour the soup into each one. They watched as various bits and pieces flowed into the bowl. The actual broth was an odd orange-yellow color. He handed a bowl to each of them, and they all looked at it oddly, save Lee, who licked his lips. Naruto watched them observe the bowls. "Look… either you eat it, or you don't… I worked my butt off, and if you don't like it, you can go hunt for dinner yourself!" Naruto said. He then grabbed the pot and poured the rest into a bowl for himself, and he sipped up some of the broth. He smacked his lips after downing the broth, and then shrugged. "Eh… could be better, but not bad." Naruto said. He then grabbed a leg from the soup, and chomped on it, eating the shell and meat as he chewed, he then raised an eyebrow. "Tough, but not bad, very edible…" He said. He then turned to the others, who were starting to eat. They agreed, the broth had a sour but tangy taste, and the insect was tough but very crunchy and filled with a surprising sweetness. As they ate the soup, they heard a large gulp and a loud sigh. They turned to see Lee picking at his teeth with a finger, the empty bowl in his other hand.

"Ahh… what a wonderful meal… Crab Cricket is a rare treat! Anymore?" He asked, holding out his bowl. Tygra grabbed his insect piece and put it in, as well as pouring some of the broth in. Kit and Kat grabbed all the insect pieces, and placed them in the bowl. "Much obliged comrades!" He said, and grabbing the pieces, he began to chomp the Crab Cricket with vigor. Lion-o and Cheetara continued to eat, Naruto then looked at Lee.

"You said that your people were Miners too, why not do that?" Naruto asked. Lee chomped, and then swallowed and sighed.

"Well… I'm not really a good digger and I don't like… tight… spaces…" Lee said.

"You're claustrophobic?" Naruto asked.

"What?" Lee asked.

"Claustrophobic… you have a fear of closed small spaces," Naruto said.

"No, no I don't mind small spaces… I just don't feel comfortable in tight spaces." Lee said. Naruto shrugged, and he grabbed a Crab Cricket leg, and was about to eat it, when he heard a rustle. He stopped, and put down his bowl, reaching for his swords. Lion-o, Tygra and Cheetara also put their hands on their weapons. The rustle continued, the flames of the camp dimming slightly, and they all waited. Then, they heard lips smacking, and turned to see Lee licking his lips as he set down his bowl. He then stood up, cracking the knuckles of both his fists. "Well my friends… it seems we have company! Now if you'll excuse me, I'd like to show my appreciation for your generosity!" Lee said, and he raised his foot and slammed it down in front of him and bending his legs, he got into a stance. He held up one hand, and placed a closed fist behind his back, "Come fiends! Feel the power of Rock Lee!" Lee said.

From the bushes came chuckling, and suddenly dark forms came, black weapons drawn. Lee smiled, and he ducked an attack, and his hand became a fist and suddenly, he was behind his assailant, and his fist slammed into the back of a Yako. The Yako howled in pain, and it fell forward into the fire, screaming in agony as the flames engulfed it. It faded into black mist as the flames continued. "Is that all?" Lee asked. The remaining Yakos growled, and they lunged at Lee, who removed his hand from his back, and began a brutal barrage of attacks. Blocking and countering, they watched as Lee ducked a Yako, grabbing its leg, he slammed his elbow into it, breaking it. Then, turning to another, he slammed a fist into the Yako's stomach, where another loud crack was heard. They watched as he continued to seriously injure his foes, some Yakos vanished from the initial impact, while others staggered back. Their wounds regenerating, the remaining dark foxes looked at each other.

"Forget killing them! Get the sword and go! Lord Madara must have it!" A Yako said, the remaining Yako nodded, and suddenly, they began to sink into the ground.

"What devilry is this?" Lee said, looking at the melting forms of the Yako. Naruto though, knew what to do, and grabbing his Sword of Elements, it morphed into the powerful Sword of Light. He held the sword up into the air, light emitting from it. The Yako hissed and screamed in pain, their bodies re-emerging from the ground. Naruto holding his sword, he then started to slash and stab any Yako that stood in front of them, their bodies falling, and then suddenly, pieces emitted light from their body. Their body then would disintegrate into light. The remaining Yako that hadn't been hit yet looked at the sword, fear expressed in his eyes.

"Impossible! He shouldn't have mastered… RUN YOU FOOLS!" A Yako yelled. The remaining Yako tried to run, but suddenly, Lee appeared in front of some, and Cheetara another, blocking their exits. One Yako jumped into the air, Naruto seeing this, he stabbed his sword into the ground. The sword began to glow brightly, and pulling it out, he did a spinning slash from the sword, a thin wave of light emitted, and the Yako had barely gotten in the tree when the wave passed through it. The Yako stood stock still, and then it fell to the earth, its body sliced in two and disintegrating into light. Lion-o watched in awe, and then he heard the cries from the remaining Yako as Lee and Cheetara finished those off. They all looked at Naruto, who was panting slightly, the Sword of Light to be replaced with the rusty Sword of Elements. Lion-o walked to Naruto and put a hand on his shoulder.

"Hey… I'm sorry…" He said. Naruto looked at him confused.

"What for?" He asked.

"About your sword, it's a mighty weapon indeed." Lion-o said. Naruto closed his eyes chuckling.

"It's fine. Though, I think the Spirit of Light would like to hear that too." Naruto said. Lion-o laughed.

"Well, I'm sorry to of doubted and insulted you. You're a good friend, better than I deserve." Lion-o said.

"Someone's gotta be…" Naruto said. Lee suddenly patted them on the back.

"Such friendship is heartwarming! Indeed, the fire of your friendship burns strong! As Gai-Sensei say's 'The youth and flames of companions will burn through any obstacle! As long as it does that, there will be no adversaries too strong!'" Lee said. Everybody laughed at that due to the pure cheesiness of the words.

**-The next morning-**

"Thank you my friends for you hospitality… I will never forget it! If you happen to stop by my Sensei's dojo, please come in and listen to his wise and youthful words!" Lee said.

"Yeeaaaahhh I think I'll pass." Lion-o said, looking at the others who nodded.

"Sure!" Naruto said, "If I ever see it, I hope you'll be there too!" Naruto said, holding out his hand. Lee blinked, and then he smiled, and grabbing Naruto's hand, he shook it.

"Thank you my friend! Now if you'll excuse me, I must find a suitable boulder to practice on!" And with that, the meerkat ran at incredible speeds, throwing up a cloud of dust as he headed off to find a boulder.

"Well, he's an odd one." Tygra said.

"He's… different." Cheetara said.

"You got that right!" Lion-o said. With that, the group headed off to find the Book of Omens.

**-Mumm-ra's Lair-**

Madara stood looking at the Yako who had managed to escape the raid of Lion-o's group. "So… he's begun to use the Sword of Light, yes? Hmm, he shouldn't have mastery of it that soon… either way, we can't just blindly send Yako to their deaths…" Madara said, and he turned and walked away. The Yako stood up, and was about to leave, when Madara held up a hand and it glowed with dark power, and then he clenched it into a fist. The Yako then screamed as it was suddenly pulled inward. "Disgrace…" Madara hissed as the Yako vanished; the only evidence of it being there was black liquid on the ground.

Madara walked to a door, and inputting a code, the door opened, and he then stood looking inside. "Sasuke… the time has come for you to step onto the front lines." Madara said, and inside the room was a Yako. This Yako had black fur, but around the wrists were red fur as well. The hair of this Yako spiked upward in the back, and had bangs that hung in the front. The Yako had a lean body that was meant for covering long distances quickly, and when he opened his eyes, they were pitch black; however, the red eyes came with a white pupil. The Yako was currently under a ray of bright light, and unlike the Yako's before, he seemed to be unaffected. However, there was smoke rising from his body. "You will go with Slithe's hunting party and help track down the fox known as Naruto. Find him, kill him and his companions, and bring me back the Sword of Elements…" Madara said. Sasuke stood up and bowed toward Madara.

"Yes my master…" Sasuke said.

**Okay for future reference every chapter will be an episode, as such most chapters will contain items of that episode only and whatever else I add in. The only reason the first chapter was so long was because I was combining episodes one and two together like in the premier… I also added in some parts from Epsiode 5 as such that part will not appear when I write that episode which should be chapter 4… And now for my first Omake!**

**-Omake-**

**Old Mumm-ra vs New Mumm-ra**

**Sunglight  
>Old Mumm-ra: *Is in bandage shorts leaning on a recliner* Ah nothing like the sunshine…<br>New Mumm-ra: THE LIGHT IT BURRRRRRNNNNNSSSS! *Runs inside the pyramid hissing***

**Mirror  
>Old Mumm-ra: *Is currently looking between two bandages* Hmmm these bandages or those bandages? *Walks to a mirror and looks* AGGGGGHHHH THE HORROR OF MY UGLYNESS!<br>New Mumm-ra: *Is currently looking between two bandages* Hmmmm those bandages or these bandages? *Walks to a mirror and looks* Those… *Puts on those bandages***

**I hope you laughed! I probably won't do that again! Either way I hope you enjoyed this entry! Next one is in the works!**


	3. Chapter 3

The Thundercats and the Spiritfoxes  
>Author: Soul Teller<br>Rating: M  
>Reason: For violence, blood, future lemons, future nudity and language<br>**A/N: I'll be working on this and several other things next chapter will be much longer also I'll try to update some of my other stuff but I can't make any promises…**

Chapter 3  
>Flowers of Time and a Kitsune's Premonition<p>

It had been 2 days since they had exited the sand-sea. Since then, they hadn't been attacked by any Yako's or any other enemies. However, what they didn't realize was that they were being followed by lizards sent by Mumm-ra. The lizards had started slow, but were now quickly catching up to them; armed with their walkers, they were hot on the trail. However, they had recently come to a supposed dead end. Slithe stood near the river, looking around for any clue. "Ssss the trails gone cold!" He hissed, looking around.

"No Slithe, it's still here!" A voice suddenly said from nowhere. Slithe turned to the sound, and from the tree trunk, a lizard appeared. The lizard had large, yellow, bulbous eyes that had a small indent in the center. The lizard hissed, "You just can't see it… Kask! What have you found?" the lizard asked. The lizard was Khamai, a lizard from the chameleon's clan, a rare and reclusive breed of lizards that kept to themselves, preferring to stay away from conflict. Suddenly, from the river, a lithe form appeared, revealing another lizard. The lizard was tall, had pure white eyes, wore leather armor, and an arm buckler. He held up the remains of fishes, hissing as he did.

"Food scraps from up river… where they must be." He threw the remains onto the bank, where a larger and more powerfully built lizard came. He crouched, sniffing the remains, Khamai and Slithe walking up to him.

"How far Sauro?" Khamai asked.

"Less than a day away!" Sauro growled.

"Then let's triple our pace!" With that, Khamai vanished, Kask went into the river, and Sauro went his own way to find more scents.

**-That night upriver-**

Fireflies buzzed about as Lion-o and his group had camped for the night there. Naruto had gone out to find some food, Tygra was checking his blaster and whip, and Lion-o and Cheetara were currently sitting by the fire. Kit and Kat though were currently engaged in a choice activity, "Well? You don't have to if your scaaaaaaaared." Kat said.

"I'm not scared! I just…" Kit said hesitantly.

"Scaredy cat, scaredy cat! Wiley Kits a scaredy cat!" Kat chanted.

"Fine! I'll do it!" She said, and she turned to her task. Before her was a frug, an amphibious creature with antennas, 6 small arms, and large yellow warts on its back. Also, it had bulbous eyeballs that blinked as she held it up. The frug blinked, and then Kit raised it to her lips and kissed the frug. The frug suddenly opened its mouth, its tongue coming out. Kit surprised, dropped the creature, wiping her lips. The frug hopped away as Kit made several disgusted noises.

"I knew it! Wily Kit loves the frug, Wily Kit Loves the fruuuug!" Wily Kat taunted.

"No! I don't! You dared me!" Kit said, and she got up and began to chase her brother, angry at him for his behavior and forcing her to do something she wished she didn't have to. As she did this, Lion-o watched them sadly, and as he did, he had come to realize something recently, something that he wished he had realized sooner.

"The blink of an eye…" he said. Cheetara looked at him.

"What?" She asked. He turned to her, a sad look on his face.

"Nothing… it's just… I keep thinking about my father… and it's dumb, but… I thought he'd live forever. He gave his life, and for what? There's nothing left." Lion-o said. Cheetara looked at him, and then she placed her hand on his.

"We have the sword… we have each other… but most importantly, we have hope." She said. Lion-o looked at her.

"Do we?" he asked. She smiled, and then suddenly Snarf jumped at his face, meowing.

"Are you kidding me, now! This better be important Snarf!" He said. Snarf went to his chest and pulled on it, making noises as he did. Suddenly, Cheetara turned her head and jumped to a branch. In the distance, she could see lights heading straight for them, and only one thing it could be. The other's jumped up to see.

"It's the entire lizard army… just say the word Lion-o," She told him, looking at him, the others doing the same. He looked at his gauntlet, the memory of his father clear in his mind.

"No… If we stay here, we die." Lion-o said.

"Thundercats do not retreat!" Tygra shouted.

"With the situation this hopeless, I'll make an exception!" Lion-o spat.

"Hope comes from action! Isn't that what father said?" Tygra argued.

"And look what happened!" Lion-o said. Naruto had just come back with a bird creature with four wings and large tail feathers. He looked to see the other's on the branch. "Come on! We're leaving!" Lion-o said. Naruto was about to open his mouth, and then he closed it, and carrying the bird on his back, he jumped after them as they leapt from branch to branch. They continued till they came to a large thorny dome, and they then stopped before it. "They will not be able to follow us here!" Lion-o said.

"You're asking us to what? Hide in the brambles till the lizards go away? This is not how we're going to win the war Lion-o!" Tygra challenged.

"I'm not asking," Lion-o said, jumping down.

"You may be king… but I'm still older than you!" Tygra said.

"That's the best comeback you could make?" Naruto asked, grinning slyly.

"Shut up!" Tygra snapped, aware of his pitiful comeback. The rest jumped down and headed into the giant bramble. As the group entered, they walked through, Lion-o in front, chopping any thorns in front of them. As they walked further, Naruto's ears twitched as he was aware of a strange sound.

"Hey! You guys hear that?" He asked. They stopped and looked at him, watching his ears swivel to and fro as they picked up the strange sound.

"No… what is it?" Cheetara asked.

"Is it the enemy?" Tygra asked.

"Is it a monster?" Kit asked.

"No it's… singing…" Naruto said. They looked at him, confused, and then he moved past Lion-o, pushing aside thorns as he began to track down the noise.

**-Deeper inside-**

A small, circular clearing revealed a ring of strange plant creatures, vocalizing softly as a seed fell from the sky and landed on the ground, revealing what looked like a baby. Then, an older plant creature picked up the baby, holding it close to its chest, a smile on its face as it spoke with a scratchy wizened voice. "You have been given the gift of life… it is a fragile gift, and one you cannot keep forever… but it is the most precious gift in all the world… use it well little one…" The old being said, and it fell backwards, its breath leaving its body, and on its face was a purely content and satisfied smile. As the other's vocalized their wonderful harmonious voices, pitching wonderfully, the old one suddenly broke into leaves and floated away as it passed on to the next life.

On the walls around them, Naruto pushed forward, and he looked to see the strange plant creatures vocalizing, their voices so alluring and sweet, and as he watched, he grabbed his head as he began to see something in his mind. The small plant creatures were gathered around a fox's body. An elderly looking plant walked to the fox's head. The fox was also elderly and had a smile on its face. The plant put a leaf on the elder's head, its mouth moved, no sound came out. Naruto blinked as he was back in the present. Lion-o looked and he blinked, and then he gestured, and Naruto moved back. Lion-o then slashed the thorns, causing the creatures to gasp as they observed the Thundecats come forth, and they shied away, fearful. They quivered, and then suddenly, a small plant boy came forth.

"What are you? I've never seen people like you before! Are you from here in the briar? Did you make that?" The small plant boy said. Running up and climbing onto a hanging twig, he looked at Snarf. "You're not the same as the others. Are you some kind of pet?" He asked. He slid down it and jumped onto a branch. "Do you grow from seeds like us? What's the red crystal? How tall are you anyway? Why you covered with hair? How com-mmmmmmm!" The small plant boy was stopped by Lion-o's finger.

"Ok slow down… you remind me of me when I was your age!" Lion-o said. This caused everybody to laugh. The plant people walked forward, observing the group, and then an adult plant walked forward.

"You've already met young Emerick… we are the Petalars… we come from a far off paradise, 'The Garden,' one day long ago, a great disaster befell our people. A great wind unlike any other in all our history swept up the entire Petalar race. We were torn away from the garden, and we came to the briar where we have been stranded… for generations…" The Petalar said.

"Generations? Is this place so big you haven't found your way out?" Tygra asked. The Petalar's were rather small. Then Emerick and two other Petalars walked forward, a leaf with many drawings on it.

"But we have a map! It's very, very old, but we will follow the map to the cliff of winds. If we can find it, we can ride the winds all the way home!" Emerick said. Lion-o grabbed the map looking at it.

"We'll help you, and together we'll both find a way out of here, I promise…" He said, smiling. The Petalars began to cheer, Emerick jumping on Lion-o's hair, swinging from it.

"Hooray for Lion-o, hooray for Lion-o!" he said. Naruto smiled as several Petalars climbed his body, some perching on his shoulders, head, and even his large tail. A few kids jumped on Snarf's back as he walked forward.

"Looks like he's found a hero!" Cheetara said.

"He doesn't know any better." Tygra said.

"You're one to talk!" Kit said, sticking her tongue out at Tygra.

**-Outside the Briar-**

The machine groaned as it tried to slice through the thick vines, but to no avail. Slithe walked forward grabbing a vine. "Clever! But it only post-pones the inevitable!" Slithe said.

"The inevitability of your failure..." A voice suddenly said. Slithe turned to see a hooded figure walking toward them.

"Who are you to challenge my success!" Slithe said hissing.

"Your superior by far," The speaker said, walking close enough that they could see the dark form of the Yako. "I am Sasuke… and I will be going in after them with whatever rabble you have." The Yako said, turning to Sauro, Khamai, and Kask. All three hissed at this figure, and then he grabbed his cloak and pulled it off, revealing a lightly armored form. The armor was black with red finishes that was light, meant for speed more than defense. He then reached behind and grabbed a hilt of a blade on his waist. He pulled the blade out, revealing the odd weapon, one side flat while the other side was sharpened, though on any normal account, the sword was backwards. "You three come with me… the rest of you, stay here and don't do anything stupid." Sasuke commanded. He walked inside the briar, his armor groaning as it stretched. Slithe watched the Yako go, hissing.

**-In the Briar-**

As the group walked forward, Lion-o stopped to see Emerick swinging a small thorn with leaf's on the sides, a small sword Lion-o realized. He walked to Emerick, who waved his sword wildly about, but Emerick stopped when he saw Lion-o. "When I grow up, I want to be like you Lion-o!" Emerick said.

"Enjoy your childhood" Lion-o said, "Trust me, you're gonna miss it when it's gone," Lion-o said.

"But I want to be a hero! Can you give me sword lessons?" The young Petelar asked, waving his sword. Lion-o smiled, and then drew out his Sword of Omens. He checked to see the others standing on a hill, looking around, trying to figure out the map.

"Well for one, you can't wave a weapon like that!" He held up the sword in a basic stance. "You need to concentrate… be more precise!" Lion-o said, holding up his sword, ready to stab forward. Suddenly, there was a screech, and from the sky, a bird came swooping down, three eye's on each side of its head, a single hooked talon grabbing Emerick and carrying him away.

"Whoa! Help me Lion-o!" Emerick shouted. Lion-o ran after the bird, Naruto having heard the sound came running as well.

"Emerick! Fight back!" Lion-o advised. Emerick, heeding the words of his friend, stabbed the bird's flesh, causing enough pain that it released Emerick. Emerick cried out as he fell, Naruto and Lion-o running as fast as they could to find their little friend. They pushed through a wall of thorny vines, calling for Emerick. Suddenly, they saw the purple flower head of Emerick. Naruto sighed, and he turned to leave, but stopped, realizing that something was… different. "Emerick! You scared me half to death!" Lion-o said, and then he stopped as an adolescent Petalar stood in front of him.

"Lion-o! I thought I'd never see you again!" Lion-o and Naruto looked at the adolescent, confused.

"Who are you, where's Emerick?" Lion-o asked.

"What are you talking about? I'm Emerick!" The Petalar said. Lion-o and Naruto looked utterly bewildered. "Don't you recognize your old friend?" Emerick said.

"Emerick's just a boy…" Lion-o said, not really able to believe what he was seeing.

"Maybe last time you saw me that was true… but I suppose I was lost in the woods for a long time." Emerick said.

"Not that long," Lion-o said.

"You never gave up looking for me…" Emerick said.

"No problem," Lion-o said, not really sure what to say. He turned to see the other's heading for them, and in Cheetara's hand was a toddler Petalar.

"As the ancient Thundarian philosophers said…" Cheetara began, but then she looked at Naruto pointedly.

"Time… Time is relative," Naruto quoted, remembering the text that Jaga showed him.

"This boy was just a baby a few hours ago," Cheetara said, putting the young Petalar down, who ran after a butterfly, giggling. "The Petalars entire existence is passed in a single day… but to them…" she trailed off, but Lion-o understood now.

"It's a lifetime." He said, not really wanting to believe it. As the words lifetime hung in the air, they echoed in Naruto's mind, and he gripped his head in pain as several images flashed in his mind. A fox still young, standing over something, grasping an old and wrinkled hand, the mouth moved, no words.

"…ey… Hey!" Naruto blinked to see Tygra standing next to him, his hand on his shoulder. "You ok?" He asked.

"Y-Yeah… blacked out for a second." He said hurriedly, pushing away from Tygra who looked at him, and then shrugged, walking after the Petalars. As they walked, Emerick swung his sword smoothly, having grown in skill.

"You're getting better Emerick." Lion-o said.

"I hope so… I have been practicing ever since I was a kid!" Emerick said. Lion-o smiled, well aware of that fact. There was a screech, and the bird appeared again. Emerick charged, his eyes focused on the bird. "My old nemesis… we meet again!" Emerick said. The bird landed, and Emerick began his battle. He slashed at the bird, which tried to bite him, but he nimbly dodged its beak, and he then jumped and managed to stab his thorn into the birds arm, making it screech in pain. The other's had stopped to watch as plant had faced animal. Lion-o ran forward, worry on his face, but Naruto held up an arm.

"What are you doing?" Lion-o demanded.

"Wait… let's see what he learned… a good leader is a good teacher as well." Naruto said calmly. Lion-o blinked, and then he looked at the young Petalar. He sighed, and nodded, standing back as well to watch. Emerick jumped up in time to avoid another beak bite, and he grabbed the nose. As he did, the bird shook its head fiercely, trying to throw him off. Emerick held on for dear life as the bird bucked and writhed, trying to throw him off. While trying to throw the Pelalar off, Emerick's body began to shake and as it did, golden dust fluttered from his body and onto the bird. The bird screeched, coughed, snorted, and screamed as the dust went into its body, its eyes watering. Emerick then ran up the beak and went to an eye, and he stabbed it, his blade stabbing in breaking the sensitive eye film and penetrating the eye. The bird roared, and then it rolled, slamming Emerick onto the ground, and then using the rest of its eyes to see, it pinned him with a claw. Lion-o though had seen enough, and drawing his sword, he jumped forward, and grabbing the bird, he whirled and then threw it at a thorn, where it slammed with a sickening splat, its body pierced by the thorn.

"What are you doing!" Emerick shouted at Lion-o, "I had him!" He shouted angrily.

"That was dumb Emerick! You could've been killed!" Lion-o chided.

"You're not the boss of me! So don't tell me what to do!" Emerick shouted, and he ran off into the briar.

"Teenagers," Lion-o said sadly.

**-In the Briar-**

Sauro, Khamai, Kask, and Sasuke looked at the hill where tracks lead to. Sauro was about to go to find the scent, when Sasuke held up his arm and walked forward. He bent down and grabbing the dirt of the imprint of the track, he sniffed the dirt. "The track is fresh… they've only been gone recently, probably 4 hours ago, we can catch up to them in 2… if you don't slow me down that is!" Sasuke said, glaring at the lizards. They hissed and ran forward, Sasuke also running, keeping himself in front of them, a smirk on his face, and the thrill of the hunt filling his body. He gripped his blade even tighter, the thrill of the hunt for his prey, to sink his blade into flesh; he only hoped his prey would put up a fight.

**-Deeper in the Briar-**

As the Petalars and the Thundercats advanced, another old Petalar fell, fading into leaves. Lion-o watched as his body vanishes. "What's the point of it all? Kingdoms rise and fall, lifetimes come and go… are we even here long enough to make a difference?" Lion-o said.

"You sound like an old man talking like that." A more mature voice said. Lion-o turned to see an adult Petalar.

"Emerick?" he asked, recognizing the purple leafed head, Emerick walking forward.

"With so many great adventures ahead of us, we still have our chance to make our marks." Lion-o looked at Emerick, smiling.

"Yes indeed… many great adventures my friend." Lion-o said. He looked up at the sky, which was red with sunset, all too aware of the going time. Suddenly, Emerick stopped, looking ahead.

"It can't be…" he said. Then he ran forward, jumped, and grabbing the map out of Cheetara's hand, he looked at it and then at the view before him. There were thorny branches that were lined up in a type of arch like a drawing on the map. "This is it! The gateway to the Cliff of Winds! If we get through this pass, we'll be free!" The other Petalars cheered, and emboldened by their discovery, they headed forward, Lion-o and the other's following as well. Suddenly, there was a blaster firing, and Lion-o fell forward, the laser burning his armor slightly. Standing there was a lizard with strange eyes and holding a blaster, the other's turned to the lizard, when suddenly from above another lizard appeared, his elbow coming down on Cheetara's head. Tygra turned, but the lizards elbow also slammed into his stomach, making him fall to the ground. Kit and Kat tried to run, when a large lizard appeared and threw an energy bola at Kit and Kat, which wrapped around their legs, making them trip. Naruto reached for his sword, when suddenly, something tapped his shoulder. He turned only to have a gauntleted fist slam into his face. He flew back and rolled on the ground and slammed into a branch. He grabbed his head and looked to see a fox in front of him with red eye's glaring at him, the white pupils contracting.

"So this is the young fox that's been causing lord Madara so much trouble? Pathetic." The fox said.

"Grr… I'm not through yet, you bastard!" Naruto shouted, and he grabbed his Sword of Elements. As he drew it, the sword shifted into the Sword of Light. "Have some light you damn freak!" Naruto shouted, holding the sword forward, the orb shining brightly at the dark fox. However, the fox laughed as the light hit it and it didn't vanish.

"I'm not like the rest… I received special training to withstand sunlight! You really think you're sword will do any better against me, Sasuke!" The fox shouted. Drawing his blade, he clenched it and flames suddenly formed around the blade. He swung his flame covered sword at the Sword of Light, Naruto's arm jarred as the Sword of Light was nearly knocked out of his hand!

'_Such power! He really is not like the rest… well then, that means a more entertaining opponent!'_ Naruto thought. He stood up, holding the sword vertically, gripping the handle tightly, he looked at his opponent who held up the blade in a reverse grip. "Finally! They send me a challenge! I was getting tired of your assassins that can't even stand a bit of light!" Naruto taunted.

"Mock me all you like… kit… the fact of the matter is, you can't beat me! Not with your fancy flashlight!" Sasuke retorted. Naruto bared his teeth snarling. The two stood there, and then Naruto leaped forward, swinging his great sword at the fox, who stepped back and moved his body in time with the slashes. Naruto gritted his teeth at the Yako, and then flourished his sword, spinning it, moving it from side to side. He then stepped forward, still flourishing his blade, and then swung his sword quickly at Sasuke. Sasuke sidestepped, but then, he had to put his sword up as another slash came at him, this time from above! Then the sword swung at Sasuke's side, and he blocked, his arm jarring as it was bashed to the side, and then he felt a foot slam into his stomach! Sasuke slid back, coughing; he looked up in time to see the blade coming down from above. He smirked, and held up a hand, which was dancing with flames, and then he suddenly spun rapidly, a torrent of flames appearing from his body, and a tornado of flames took his place as he spun. Naruto jumped back as he tried to avoid the flames, but the wind was drawing him in. He raised his sword, and it blocked the flames, and then from the whirling flames, a fire covered fist slammed into his gut, making him cough blood as the hand sank in and then pushed forward, sending Naruto reeling. Sasuke stood there smirking.

"Not bad blocking, but you must keep more than your eyes open!" Sasuke said. Naruto gritted his teeth. "You'll still fight? Well… I suppose I can toy with you a while longer…" Naruto turned his gaze to the others, who were fighting the other lizards. He turned his gaze back to his opponent "Oh don't worry… when I'm done with you, they're next… and to show how much I mean it, I'll kill them the same way I'll kill you." Sasuke said. He then held up his hand and snapped his fingers, an explosion of flame blasted Naruto back, who flew up and slammed down onto the ground. With his clothes singed, he pushed himself up, his body weak. "Oh? Still alive? Well then, I better finish this…" Sasuke said. He sheathed his sword and jumped back and held out his arms wide, fire gathering in his open hands. Sasuke smirked and slowly brought together his hands till they were inches apart, and then he thrust his arms forward, powerful gouts of flames erupting from his hands! Naruto tried to move, but he couldn't, and he gritted his teeth as the flames neared him.

'_Dammit…All this… and I'm going to die? I… I failed…'_ Naruto gripped the sword tightly, and he could hear his heart beating, feel his blood pumping. He lowered his head, his teeth gritted tightly.

_-Naruto's mind-_

_He heard the crying of a baby. He looked up, and he was standing in a room and before him, a being with 5 tails, fox ears and golden fur stood. The figure spoke, older but familiar, "Aw don't cry… Honey? Mind taking her for a bit?" the figure said. Then, another fox appeared, also with five tails, but her other features hidden in shadow. The other fox giggled, and grabbed the child._

"_You're so tense… she senses it you know." The fox said, female, gentle, and filled with kindness and love. The first fox turned its head, and Naruto blinked as he watched an older him smile._

"_Yeah I know… but you know that it's 'time,' and I have to be ready for anything…" The older Naruto said…_

_-Reality-_

Naruto opened his eyes, aghast, and he then wrapped his hands around the Sword of Light, which began to glow brightly. "I can't stop…" Naruto said, "I won't stop… I have to make it happen…" Naruto said, standing up, the sword shining brightly.

"What?" Sasuke looked to see a slight barrier forming and blocking his flames. Naruto stood, both hands around the hilt, the sword held forward.

"I have to make it happen! The path I saw!" Naruto then glowed, and Sasuke bared his teeth and then he stamped forward, and pushed further, fueling the fire even more! The flame blasted past the shield, and engulfed Naruto. Sasuke kept the flame going for a few seconds, and then extinguished it, looking at his handiwork. A tunnel of burnt vines was all that lay, and Sasuke smirked and put a hand to his chin.

"Looks like I overdid it…" He said.

"Did what?" Naruto said. Sasuke's eyes widened and he turned only to have a fist slammed into his face, the punch digging into his cheek, Sasuke's bones groaning as it did. Sasuke flew through the tunnel. He raised his head, anger on his face, when suddenly Naruto was above, the Sword of Light raised to slash. Sasuke turned so that his sheathe blocked the blade, but he was slammed into the ground and rolled into a thick vine. He stood up panting, grabbing his back, and standing up shakily, he looked at Naruto, who was glowing, light pouring from his being, he then gritted his teeth. He couldn't win this fight, but he would win the next one. He spun, turning into the column of flames, and he burned his way out. Naruto watched him go, and then he fell forward, his body weakened, however, before it touched the ground, a hand grabbed him, and he looked to see Lion-o standing there smiling.

"Hey there buddy! You got banged up pretty good…" Lion-o said grinning.

"Y-Yeah… tired… that last bit… really… ugh…" Naruto groaned, feeling as if he had been running a marathon for hundreds of miles with no rest. Lion-o pulled Naruto up, draping him around his shoulder, and he carried his friend out of the woods. Naruto looked to see the lizards on the ground, blood spilling onto the floor, and Naruto looked at the bodies sadly. He then turned to Lion-o, "Did the Petalars find the Cliff of Winds?" Naruto asked. Lion-o stopped and lowered his head.

"No…" Lion-o said. Naruto blinked, and Lion-o dragged Naruto through the pathway and showed Naruto what he meant. Naruto saw, and he understood, for before him were large curled up plants, but no cliffs, and no wind… everything they had done had been for naught. Naruto sighed, and gestured for Lion-o to lower him, which Lion-o did, and Naruto sat there looking at Emerick, who was looking at the plants.

**-Outside the Briar-**

"Burn this forest, burn it to the ground! I've waited long enough!" Slithe said, his mouth dribbling with food chunks.

"But… Khamai… and the others…" A lizard said, hesitant.

"Are expendable, as are you… lieutenant… now do as I command!" Slithe hissed.

"Yes sir!" The lizard saluted, and then, the legs of the walkers opened, and from them, large tanks appeared with hoses connecting them. The lizards grabbed the tanks and ran to the briar edge, and pressing a button, flames shot out and began to burn away at the forest.

"Hmph… the Thundercats will burn… and if we're lucky that damn dark fox too!" Slithe snarled.

**-In the Briar Depths, a few hours later-**

The darkness fell, and the light of the moon shined on the Petalars and Thundercats, who sat there wondering what to do. Naruto had recovered enough that he could walk straight, however, he sat down, his eyes closed, his legs folded over each other, and his hands on his knees. Tygra stared at the map, trying to think, "Maybe I misread the map…" he said, wanting to give them hope.

"Or maybe there is no cliff of winds… maybe the map is a lie… but why?" Lion-o asked. Emerick, who sat next to him, smiled slightly.

"Perhaps our forefathers wanted to provide us with hope, hope so we wouldn't stop trying to find a way home." Emerick said. Lion-o and Tygra looked at him.

"Is that all hope is?" Lion-o said, looking down, disheartened even more, "An illusion?" he wondered. They all looked down, wondering the same thing. Naruto sniffed, and his ears twitched, and he opened his eyes and stood up suddenly.

"Fire!" he said. The other's looked at him, and then they looked around to see the red glow and felt the heat of fire.

"Things are about to get a little more hopeless…" Tygra said. Lion-o turned to the group.

"We have to retreat… again!" Lion-o said, sounding frustrated. Emerick though ran forward, his arms held up.

"No wait! We must go forward!" He said. Lion-o looked at Emerick, shocked.

"Toward the flames? Are you crazy?" He asked. Emerick walked to the plants, and he pointed at them, a confident smile on his face.

"Can you feel it Lion-o? Do you know what this is?" He asked. They turned, and they watched in awe as the curved plants began to extend, the flames acting as a fuel of some sort, and the plants extending higher and higher till they nearly touched the top of the briar. It was then that Lion-o and the others understood.

"The updrafts…" Cheetara began.

"Of the flames…" Tygra continued.

"They're creating wind!" Lion-o finished. Emerick turned to Lion-o, smiling.

"This is why you never give up hope. We're going home!" Emerick shouted, his sword held up into the air, the other Petalars cheered, and the older Petalars began to climb the plants. Time passed, and as the many Petalars climbed the plant, heading to the top to freedom, Emerick sat alone. Lion-o and the others walked to him, and Lion-o grabbed Emerick, holding him up.

"Hurry there isn't much time… Literally…" Lion-o said, however, Emerick fell, his back landing on Lion-o's hand. Lion-o looked at his friend, who was now old and withered.

"This… I'm afraid, is the end of my journey…" Emerick said, his hand falling to Lion-o's hand, his sword falling to the ground. Lion-o looked at the sword, tears forming, and he turned his gaze to his friend.

"Emerick?" he choked, not wanting to believe it. However, Emerick smiled, and he put a hand on Lion-o's.

"It's all right… old friend… it's all right…" Emerick said his voice rasp.

"In the blink of an eye." Lion-o said sadly.

"In the end, what matters is not how long we lived… but how fully we lived…" Emerick said, "The good we've done, the friends we've made, the love shared along the way…" As Emerick spoke, the Petalar's that had yet to climb the plant gathered around, their voices forming into a hymn. However, Naruto was standing there, his head lowered, tears falling from his eyes. Unable to hold the feelings in him, the loss of a good, noble, and worthy friend, no, more than a friend, a brother tried and true.

_-Naruto's mind-_

_Naruto stood again, he saw the fox, and he could see clearly now, the fox had golden fur, and was wearing white robes. The fox turned his head, and he saw his own face again. However, there were tears falling from the older Naruto's face, and he was trying to stop himself from crying aloud. An aged hand in his hand, then another rose and grasped the older Naruto. Naruto walked forward, dreading what he was about to see. He walked and saw the face of an old Lion. It's mane was a pale red, light green eyes dulled with age, and the gentle smile… of Lion-o, the Lord of the Thundercats…_

_-Reality-_

Naruto gasped, and he put a hand to his head, aware of what he saw, but unwilling to believe it. He looked at Lion-o, and then at Emerick, and he realized the horrible truth, a truth that made him fall to his knees, grasping his head. He never heard Emerick's las words, as Emerick spoke to his friends, "It's the journey Lion-o… remember that…" And Lion-o lowered his head, his mind recalling everything.

A young Emerick, curious, energetic, eager to prove his worth, admiring Lion-o… Emerick as a teenager, confident, cocky, and arrogant… an adult Emerick, cool, collected, optimistic, filled with hope. He then looked at Emerick as he breathed his last, a content and satisfied smile on his face. His body broke apart into leaves, and Lion-o watched as he drifted away, his friend gone… but his memory forever engraved into Lion-o's mind and heart. He swallowed the hard lump, in his throat and he looked at the other Petalars who had stopped their hymn and looked to him. "Let's go home…" He said. He climbed one of the smaller plants, standing on it as the Petalars began to glide away, some using flowers, other's the leaves on their bodies to catch the wind and glide away. He watched them go, the other's having stilled their hearts, looking at their comrades go. Lion-o jumped down, the flames now practically upon them.

"Now what?" Tygra asked.

"We can find another way out of here." Cheetara said.

"Retreat? Thundercats _never_ retreat… I say we face the lizards… and hope for the best. We're all passing leaves in the wind, here and then gone… but while we're here… We live to the fullest!" Lion-o said, grabbing his sword, and swinging it. "Thunder! Thunder! THUNDER! Thundercats… HOOOO!" The emblem of Thundera emanating from the sword, shining into the sky, showing the pride and hope of the Thundercats rekindled and reignited!

**-Outside the Briar-**

"As soon as that fire has finished its work, we'll get in there and mop up… Tell me lieutenant… you ever had a taste for cats and foxes?" Slithe said.

"So it was you that started the fire…" A voice said. Sltihe turned to see Sasuke walking toward him his face scowling.

"You! But how did-!" Slithe began, but Sasuke held up a gauntleted hand, flames dancing.

"Lucky for you, fire is my element, however, your men weren't so lucky… oh, and Slithe… Try that again… and I'll be having roasted newt! Courtesy of your carcass!" Sasuke said, and he stepped forward into the trees and vanished from sight. Slithe hissed, and was about to yell, when a roar was heard. He turned to see Lion-o and the Thundercats charging. Lion-o jumped forward and slashed at a multitude of lizards.

"Attack!" Slithe shouted, and the lizards held up their blasters and fired, the walkers turning and charging their cannons to fire. Tygra ran forward, whip in one hand, and blaster in the other, shooting at lizards and whipping at others. Cheetara slammed her staff into a group of lizards, dodging the walker's blasters. Naruto slashed through lizards, his blades a blur of steel and blood. The walkers though began to fire, timing their shots so that it was a continuous barrage, making the group fall back so that they were back to back. They looked at the walkers, which surrounded them, and began to charge their lasers.

"There are too many of them!" Lion-o said. Tygra turned his head.

"Father would've been proud of your bravery, Lion-o!" He said.

"A glory I am honored to share with all of you!" Lion-o said.

"My service to the crown has always been a cherished privilege!" Cheetara said.

"Had a few rough spots myself… but being with you guys more than makes up for it!" Naruto said, flourishing his twin swords. They stared at the walkers, at their deaths, ready to face it, when suddenly, a walker exploded! The other walkers turned to the destroyed one, and another exploded as blue and white light hit its back! The roar of an engine could be heard, and a metallic grinding. The Thundercats looked, and Naruto pointed to a black thing with red eyes, speeding towards them. The lizards looked to see it as well, but then the eyes lifted as a mouth opened, and the blue-white light shot out, destroying another walker, sending any lizards near it falling and panicking, and causing them to run!

"Hold your positions! I said hold your positions you miserable cowards!" Slithe shouted. The last walker turned its cannon to the thing and fired, and at first it seemed to be a direct hit, but the thing suddenly appeared in the air, the roar of an engine sounding, the vehicle landing on the ground, and it spun on the ground and then aimed at the last walker and fired. It blew the last walker up, and Slithe, seeing his disadvantage, ran after the others. As the thing came into view, they could see it was a large machine.

"I hope that thing is on our side," Kit said. The group's warriors stood in the forefront, their weapons ready, and then the head hissed and opened and a shadowed figure stood. The light concealed him, but as they looked, Naruto's eyes widened in recognition.

"It can't be…" He said. Suddenly, a lizard jumped onto the machine, hissing, it jumped at the figure, who caught it, and then pulling out a large weapon, smacked it away. The figure then spun the weapon around his body, and Naruto laughed as he remembered it.

"Who are you?" Lion-o asked, but Naruto answered.

"Panthro!" He shouted. Panthro smiled and looked at Naruto.

"Hey kid… you grew up!" Panthro said.

* * *

><p><strong>I hope you all enjoyed this! More will be coming! Also no Omake but I will give people a chance to appear in the story in cameo! How do you do this? Simple make an Omake! and send it to me Via PM I will rate it along with my friend Baron Von Nobody the top three funnies Omakes will appear in three chapters! And the creator of each Omake will appear in that chapter! Whether it be the next chapter or a chapter along the way you all get a chance! More chances to appear will come as the story goes so don't think this is your only shot! Next chapter will be as I said before larger than this one and the chapter after that will be massive... Reason being that the chapter after that i will be combining two episodes into one chapter! And enough blathering Thank you and review!<strong>


	4. Chapter 4

The Thundercats and The Spiritfoxes  
>Author: Soul Teller<br>Rated: M  
>Reason: For violence, blood, future lemons, future nudity and Language<br>**A/N: Chapter 4 which means episode 5 is the focus for today! In this chapter we will see Panthro kicking ass and learn a few things Enjoy. I once again give Props and Kudos to my good friend Baron von Nobody for helping me with this and my other stories!**

Chapter 4  
>Truth through Betrayal<p>

Panthro and Naruto were fiddling with the Thunder Tank, Panthro's vehicle, however, Lion-o and the other's observed the newcomer. "I thought he'd be smaller," Lion-o said.

"I thought he'd be less spiky." Cheetara said as Panthro opened a covering for one of the wheels, grunting at the smoke that came out. Naruto came down to look as well, and he shook his head slightly.

"Go on 'Lord' of the Thundercats… see if your loyal subject needs help fixing his tank… that is, unless you're afraid." Tygra said, pushing Lion-o slightly. Lion-o glared at him, and then walked forward slightly.

"Hey Panthro!" Lion-o said in a friendly voice. Panthro handed Naruto a box, and grabbing a hammer, he began to bang it against the smoking part.

"Go away!" Panthro said.

"Hey Panthro… Lion-o can help out you know…" Naruto said, grabbing a screwdriver and going to the smoking part, he began to unscrew some bolts.

"Him? Help! He's standing on my samouflange!" Panthro said. Lion-o looked down and stepped off it.

"Well, maybe I can help… I've dabbled in a bit of tech myself!" Lion-o said. Panthro stopped hammering, and looked at Lion-o. He then turned back to the part which had stopped smoking.

"The Thunder Tank is out of Thundrilium, and now the kid and I gotta risk our butts getting it at the Cloud Peak Mine!" Panthro said, pointing to a large mountain spire that pierced the clouds.

"If you're going after Thundrilium, we're going with you," Lion-o said. Panthro closed his eyes.

"Let me put this as respectfully as I can," he opened his eyes, looking at Lion-o, "No," He said simply.

"Oh come on Panthro. I know you got your pride, but Lion-o is a good fighter!" Naruto said.

"Better than you?" Panthro asked.

"Uh… well…" Naruto began.

"That's answer enough," Panthro said, and he closed the covering and jumped down.

"I am the King now Panthro," Lion-o said. Panthro sighed.

"Fine, but if you slow me down, you're on your own." Panthro said, "Any questions?" He said, turning to the others.

"What's a samouflange?" Tygra asked. Naruto slapped a hand to his face.

**-Inside the Cloud Peak Mine-**

Lizards piloting large machines with spiral fronts that spun drove into walls of rock, the drills plowing through the rock, shaking the wall. As the wall shook, bits of rock fell out, revealing large black stones with bright glittering pink crystals embedded inside. A robotic arm reached forward, grabbing the rocks, and pulling the rocks into a large construct in the center of the mine and carrying up to a machine that whirred, the sound of rock bumping against metal and glass audible. Lizards came with open box carts and driving to a large tap, a lizard stood by the tap, holding a lever. He pulled the lever down, and processed Thundrilium, which fell into the box cart, the lizard then drove the cart away so another lizard could come in. At the top of the mine, Grune stood, a cart of Thundrilium before him, and he stuffed his hand into the crystalline mass and pulled out one of them, observing it. "Thundrilium… the life blood of Mumm-ra's army… and it's in my control." He said. Suddenly, the mountain began to shake violently, and from the bottom of the mine, a strange object came out, sending a few lizards flying. The object landed on the ground and spun on the spot, and then it stopped to reveal a large machine with a drill shaped bottom, head, and arms. It looked up at Grune, its red line eyes looking at him, and then flashed as it spoke.

"Section four completed. Awaiting your next orders General Grune…" It said in a monotone voice.

"Bore deeper, and let nothing stand in your path Driller!" Grune said. The machine raised its arms and put them together, completing its drill form. Then it sank back into the ground to drill even deeper.

**-Outside the Cloud Peak Mine-**

Kit, Kat and Snarf were in the Thunder Tank's cargo bay, Naruto walked out the back after convincing Kit and Kat to stay in the Tank, and Lion-o turned to the three in the tank. "We'll be back before night," Lion-o said. Kit and Kat waved good-bye, and Panthro started to walk forward.

"If we don't die first that is." Panthro said. The other's walked with him through the trees, "You've got a motley crew kid. It's a wonder you've survived this long without proper supervision." Panthro said.

"We've been doing fine under my command!" Lion-o said.

"If you want to stay alive, you're gonna have to listen to me!" Panthro said.

"I'm the king now Panthro," Lion-o countered.

"Ha, could've fooled me. Your father, now he was a leader!" Panthro said.

"Lion-o has been doing a pretty good job leading us Panthro," Naruto said.

"The king fought to his last breath, defending Thundera. In the end, his might was no match for Grune's betrayal." Cheetara said.

"Grune… we've been inseparable since we first met on the battlefield." Panthro said, his mind drifting to before.

_-In the past-_

_The cats and lizards were fighting, the lizards having pushed forward in an attempt to gain Thundera for their own. The two had fought to a standstill, but a push from the lizards had changed the odds and flow of battle. Now Claudus was separated from the main force, and his men were mostly dead. A back up squad had come with a catapult, but that squad had mainly been eliminated. Panthro was part of this squad, bald, save his fur, he was young and powerfully built, capable of moving and lifting heavy objects. He was currently fighting with his fists, punching any lizard that got close. He saw the catapult and saw that two cats had grabbed a boulder. He looked to see Claudus on a rampart, slashing at any lizard that came at him. But he was in danger of being overrun, and the two cats with the boulder were inches away from the catapult when a fireball exploded in front of them, making them drop the boulder and go flying, and they both eventually landed on the ground, both dead. Panthro grabbed a lizard, and swinging him around, he bashed him against other lizards that charged him, and threw him into the air. He turned and he saw a large brown cat with two large front teeth, saber tooth tiger by the look of it, grab the boulder and lift it up with ease. Panthro smiled, "Finally! Another cat who pulls his own weight around here." He said. The cat saw him, and tossed him the boulder. Panthro caught it, grinning at the cat. "Name's Panthro." He said._

"_Grune," The other cat said, walking to the catapult, he grabbed the rope that would pull back the launcher, and he began to pull it down, showing his vast strength. "I don't know about you, but grunt work isn't what I had in mind when I signed up!" Grune said._

"_You just gotta prove yourself. Rise up through the ranks." Panthro replied, placing the boulder in the launcher. He aimed at the rampart where Claudus was fighting. Claudus slashed a lizard and turned to see a group leering at him spears, held up to strike. Grune released the launcher and the boulder flew into the air and bashed through the bottom of the rampart, sending the lizards above falling to their deaths. Claudus, who had shielded his eyes, lowered his arm, and looking at the two, he smiled._

_**-After the battle-**_

_Grune and Panthro stood before Claudus, who was sitting on a throne, as a cleric pinned a medal to their chest, cats applauding as this happened, and Grune glanced at Panthro. "Look at us now Panthro. Soon we'll be running this entire kingdom." He said. Panthro chuckled._

"_You intend on becoming a lion?" He asked._

"_Nooo… I intend on becoming King." Grune said. Panthro thought that Grune had been joking at the time, but little did he know how serious Grune was._

_**-On a Plain -**_

_It was dark out, Captains Grune and Panthro had been sent out to find a lizard scouting party. They had been ambushed, and were now fighting for their lives, Panthro armed with a sword while Grune used his famous mace. Lizards with swords and arrows surrounded them, and the bowman drew their arrows and fired. Panthro slashed at the arrows, however, a lizard with a mace appeared and knocked the sword out of his hand. Panthro grunted, and then reaching behind him, he pulled out a large pair of nunchucks and swung it at the lizard, knocking him down, his skull cracked. He then closed in on another lizard, bashing that one as well. He then turned and with a thrust, sent the end of a nunchuck at the lizards face. It fell to the ground, and Panthro then backed off as several lizards appeared. He soon found himself back to back with Grune, his large mace in hand. "If you want to make it to general, you'll have to do better than that!" Grune said._

"_I'm already eleven lizards ahead of you captain!" Panthro said, glancing at Grune, smiling. Grune swung his mace, smashing it into two lizards and sending them flying._

"_Make that nine!" Grune said, and the two fought heroically, defeating all the lizards on their own and without calling for help. When they came back with the beaten remains, they were hailed as heroes and were soon promoted to Generals, but that was the end, for they both had one more step. General of the Army, with this, they would command the entire army, not just squads, but the military might of Thundera would be in the palm of their hand._

_-Present day-_

But they hadn't been promoted, Lynx-o was chosen. Panthro and Grune were sent to find the Book of Omens. Panthro stared through a scoping lens as these thoughts went through his mind, hidden by the tall grass, he observed the peak, and then looked at the entrance. "That's the access tunnel we need to get to… doesn't look too heavily guarded." Panthro said, looking at Lion-o who was lying next to Naruto.

"I say we take them now," Lion-o said.

"No… we do that, we run the risk of running into a group," Naruto said.

"I agree… we'll go under the cover of night." Panthro said. With that, Panthro, Naruto, Cheetara and Tygra snuck away to a more secure location, while Lion-o stayed.

"Who's in charge here?" Lion-o said as Panthro vanished. Lion-o stood up slightly, checking, and then he jumped forward, a mischievous grin on his face. Maneuvering around, he got to a blind spot of the lizard's defense. When the lizard turned its back, he ran forward, slamming a fist into its face, knocking it to the ground. The other lizard turn as Lion-o jumped into the air and diving with a kick and slamming into the guard, the cat kicked the lizard, and it fell unconscious. Standing up, he smiled in triumph. "Looks like old Panthro underestimated the Lord of the Thundercats!" This moment was interrupted by chuckling and the sound of laser rifles powering up. Lion-o looked to see he was surrounded; he looked around, trying to find an exit, but found none. "Whiskers," He cursed. He looked at them again, and decided on a new tactic. "Drop your weapons!" he ordered, when they didn't move he added in. "Please?" A lizard with a fringe snarled.

"Kill him!" He shouted. The lizards aimed, ready to fire, when suddenly there was the sound of something swinging in the air, and the unpleasant crack of bone against blunt metal. Lion-o looked to see Panthro bashing his way through, making a pile of lizards before Lion-o. Panthro swung at one last lizard, slamming it into the pile, swinging his nunchucks, he flourished it and then slotted his weapon behind him.

"What is wrong with you!" Panthro demanded.

"Me? I gave an order and you ignored it!" Suddenly, Tygra and Cheetara appeared with Naruto coming from a tree branch above. Naruto looked at the pile, and he glared at Lion-o, his face angry.

"What is your malfunction Lion-o!" Naruto shouted.

"What?" Lion-o was taken aback by Naruto's outburst.

"Are you stupid or something? We said to come at night… or did your swelled head explode from that little request?" Naruto demanded.

"He is the king!" Cheetara said, standing beside Lion-o.

"It doesn't mean we have to listen to every stupid order he gives!" Panthro said.

"I guess the stories of your undying loyalty were exaggerations!" Lion-o said to Panthro.

"You'll have my loyalty when you show me you can do more with that sword than carry it around!" Panthro said sternly, and he then walked to the access tunnel. "Come on! Let's find the Thundrilium and get out of here!" He said. Naruto walked forward, and he gave Lion-o a look, shaking his head as he entered the tunnel. Lion-o stood there for a second, and then ran in as well. They ran through the tunnel and a light shone, they walked to the edge of the entry to see the mining operation. A lizard was standing near a large machine while carts rolled to the faucet, another lizard near a control panel pulled a lever and the pink, crystalline ore dropped into the cart.

"Thundrilium!" Lion-o said in awe.

"Enough to power a thousand Thunder Tanks, for a thousand years…" Panthro said in awe of the sheer massive amounts of crystals and the machine that processed it. It was then that they saw him, Grune the saber tooth, walking, checking to make sure everything was operational. "Grune…" Panthro growled out.

_-Flashback-_

_Grune and Panthro walked to the bridge, behind them was cats who were cheering, and they stopped and turned to see the masses. "See! This isn't so bad, you're already a legend!" Panthro said, his gaze roaming, and then he saw Naruto, and his face fell. Who knew how long he and Grune would spend looking for the Book of Omens? In his heart, Panthro knew Naruto would be fine under Jaga's tutelage, but in his mind, he wondered how Naruto would be treated, especially with that oath he had made._

"_Legend? When we return with the book, we will become gods!" Grune said, and with that, the two set off, journeying throughout the land. Climbing through frozen peaks with little foothold, going through a forest only to be attacked by a giant beast, which, after killing, they feasted on to keep up their strength, and then going through a maze of thorns. Eventually, their path led them to a field of giant plants, and rain had come down, chilling them. They sat on opposite ends of the stalk, and Grune, unable to keep his frustrations to himself, growled. "This is a waste of time… we're chasing after a myth!" Grune snapped._

"_We're out here in service to the king! Our role is not to question his orders." Panthro responded. "We're to fo-" he began, but Grune turned cutting him off._

"_Don't be a fool Panthro! Claudus knows there's no book! He feared my ambition! This impossible quest is to rid me from his kingdom!" Grune snarled._

"_That's crazy… Grune listen to yourself!" Panthro said. Grune looked at Panthro, his teeth bared, and then he turned away, his back pressed against the stalk, roiling with emotions. Since then, Grune barely spoke to Panthro, and their journey lead them to a desert, where they rested for the night. However, that night would change them both forever, as Grune had awoken hearing a voice._

"_**Coooommmee to meeee… the power you seek awaits you…" **__the voice echoed. Grune sat up with a start._

"_What? Who said that!" He grunted. Panthro had awoken, and turning slightly, he looked at Grune._

"_No one said anything… you okay?" He asked._

"_**Come…"**__ the voice echoed._

"_There! I hear it again!" Grune said. Standing up, he ran, Panthro following him, and so, they were off, Grune following the strange voice with Panthro behind him._

"_Where are you taking us? We've been walking for days!" Panthro said, "We need to turn back or we'll die!"_

"_We're here…" Grune said confidently._

"_We're where?" Panthro demanded. Before them was a giant twister, the clouds rumbling with thunder and black. Grune then laughed manically as the twister began to fade._

_-Present day-_

Panthro stared at Grune, hatred flowing up, but he quelled it for he had a more important job to do. He looked at Lion-o pointedly, "We move on my lead… Got it?" He said. He then turned to Naruto and made several hand signs. Naruto nodded, and he reached for his swords and pulled them out slowly so they made little noise. He then went to the wall, and reaching around, he stabbed into the rock wall around them, and then he began to move, stabbing his swords into the wall using them as climbing daggers. The other's quietly followed Panthro.

Down an entryway, a lizard piloted a cart through the tunnel to one of the loading bays outside, however, Cheetara had appeared, and slammed her knee into his head, making him fall. Lizards hearing the scream rushed inside; however, they were barely inside the entryway when Tygra appeared, throwing a punch at one of the lizards, the lizard rolled out. Then, he performed a knife chop at the other, who gurgled at his broken wind pipe, before he was slammed with a kick that sent him rolling. Two more lizards entered, cautious with their weapons up, but Lion-o appeared, roaring as he slashed at the lizard, who winced, then his rifle glowed and then split, exploding in his hand, sending the two flying out of the entryway. The commotion drew the attention of all those there, including Grune. Lion-o, Tygra, and Cheetara walked out, and Grune smiled, "Thundercats? Hoh fools! You brought the sword right to me! Now you'll never get out of here alive!" Grune said confident.

"They will…" Panthro said, and Grune turned to see the muscular grey cat standing behind him. "I just can't say the same for you…" Panthro said, glaring at his once trusted companion.

"You've always been hard to kill Panthro." Grune said.

"I can be stubborn when it comes to dying." Panthro said.

"This isn't gonna go well is it?" Cheetara asked rhetorically.

"Nope." Tygra answered.

"Now let's see… when was the last time I saw you?" Panthro asked, glaring at Grune.

_-Flashback-_

_The twister had cleared to reveal a giant pyramid like structure, which Grune and Panthro now stood in front of, __**"Come to meeeee…" **__The voice echoed._

"_He's waiting for us inside!" Grune said, and he began to scale the pyramid, laughing._

"_Who's waiting, what's going on?" Panthro demanded. He then began to scale it as well, watching as Grune placed his hand on the pyramid, and then a glowing circle appeared. The circle sank in, and from Grune's left, red symbols appeared. The symbols crackled with purple electricity, and then they converged and a doorway appeared._

"_How did you do that!" Panthro demanded, and he began to scale the pyramid faster. Grune entered, running inside, Panthro climbing in and running after him. "Grune wait!" He shouted, and they continued running till they came to a large room with a platform in the center, a jewel in the center of that. Grune stopped and looked across the platform where the voice came from a large statue, in particular, the chin of the statue._

"_**Open it… Open it and you shall have the limitless power you desire… the power you deserve!"**__ The voice said. Grune walked to the chin, and grabbing the inner grooves, he began to pull, trying to force it open._

"_Grune enough! We shouldn't be here!" Panthro said, but Grune continued to pull, and then he gave a roar and the chin began to open, pressurized air spilling out and shooting outward. He pulled it fully open, and the air gushed out, and Grune stood back to see the red cloaked form._

"_Mumm-ra…" Grune said. Mumm-ra inhaled a wheezy breath as he stepped out, landing on his feet. Wheezing, he walked forward to the jewel in the platform with small decrepit steps. _

"_It can't be!"Panthro said, knowing the legend of old. Mumm-ra stopped at the jewel, and he spoke in a raspy, gasping voice._

"_You're loyalty will be rewarded… something was taken from me long ago… and you're going to help me get it back!" Mumm-ra said. Raising a hand, the jewel lit, shining with light. Then, the light cleared to show the Sword of Omens, in particular, the eye of Thundera._

"_The Sword of Omens?" Panthro said. Grune turned to Panthro, smiling and holding up a hand._

"_Join us Panthro! Together, we can rule Thundera…" Grune said, closing his hand into a fist. Panthro looked at his friend, disbelieving._

"_What has he done to you!" Panthro asked, looking at his former comrade._

"_He has promised me the means to achieve what I've always wanted." Grune said. Panthro glared at him, Grune who had fought with him side by side for years, accomplishing what many could not. He reached for his nunchucks, knowing what he had to do._

"_I can't let you do that!" Panthro said, and raising his nunchucks, he swung them at Grune, who dodged it and grabbing a mace, he swung it at Panthro, and the two began to fight each other for the first time in their life. Grune going on the offensive, he swung his mace wildly, forcing Panthro back, Panthro back flipped, the powerful strike smashed the ground. He then looked to see another attempted blow, and raising his nunchucks, he managed to block the attack. "Stop this madness Grune! Why fight me? I am your friend!" Panthro said, and he shoved the mace back._

"_You are my enemy! You are another obstacle in my path to conquest like that fox!" Grune shouted, and he swung again. Panthro swung his own nunchucks, the two weapons colliding and making the two stagger slightly. Panthro panting looked at Grune confused._

"_Fox… What ar-… You mean Naruto? What's he got to do with this!" Panthro shouted._

"_Didn't you ever wonder why ever since we got back that damned vixen suddenly became ill?" Grune asked._

"_She got sick from the news of her loved one's death!" Panthro said._

"_Ha ha ha! That's what everybody believed… I'll tell you the truth… I poisoned her!" Grune said, holding out his hands, a sadistic grin on his face! Panthro stood there, shocked, and then he gripped his nunchucks so hard that his nails buried into his skin and blood leaked._

"_You… You were so power hungry… so delusional for personal glory… that you murdered Naruto's mother!" Panthro shouted. It was then he understood why when Naruto was born, he had been ill. The poison had filtered into Naruto's blood from his mother eating the tainted food. He growled, and then he gave an animalistic roar and charged Grune, slamming into him with such force that Grune staggered. "YOU BASTARD! I'LL KILL YOU!" Panthro shouted, and he began to swing his nunchucks wildly, Grune blocking but staggering with each block, and then he was hit in the stomach hard, making Grune fall to his knees._

_Mumm-ra watched this quietly, his mind drifting, for he had felt a presence in the ship besides himself. He then turned to his right, into a seemingly dark area, and he narrowed his eyes, and holding up a hand, it crackled with energy. He then shot it forward, and the energy illuminated the darkness, showing several doors that were dark, the energy flew and hit a door, which flickered as it powered up. There was a loud beeping, and the door gave a final beep, and the sounds of locks disengaging was heard, and the door opened, a cloud of steam coming out, and the room opening to show a brightly lit room. From the insides of the room, a figure stood covered in black robes. Hooded, the figure began to walk out, hissing as the light shone on it. Then the figure stepped out and fell to the darkness. Mumm-ra turned his gaze back to the fight to see Grune on the ground and Panthro standing above him, spinning his nunchucks in the air, killing intent in his eyes._

"_You… murderer… I can't let you live… you've caused more than enough pain and you will cause no more… I'll see to that myself!" Panthro snarled, and the nunchucks spun even faster. Panthro gave a roar as he swung the nunchucks down on the defenseless Grune. Suddenly, behind Grune, from the darkness, a great shadow appeared, and the darkness extended, slamming into Panthro's gut, making him grunt in pain. Then the darkness struck again and sent Panthro flying into the abyss below. "NOOOOOOO!" Panthro shouted as he fell. Grune turned to the shadow, which floated down to the ground and solidified into a figure, the figure turned its head to Grune to reveal a masked face. The mask was that of a fox but there were glowing lines running along it. The figure reached for the mask and pulled it off to reveal a fox with dark fur and red eyes._

"_Welcome back Madara." Mumm-ra said. Madara turned to Mumm-ra and he bowed and got to one knee._

"_Always ready to serve Lord Mumm-ra." Madara said._

"_Indeed, my most faithful servant… it seems that I'm not the only one that's missing something that belongs to me… your Sword of Elements!" Mumm-ra said._

"_Taken by my apprentice… and that wench!" Madara snarled. Grune got to his feet._

"_This apprentice of yours… was he a golden fox?" Grune asked._

"_Yes he was…" Madara said, "What do you know of him?" He said getting to his feet and turning to Grune._

"_He's dead… as well as his vixen." Grune said, "Killed by lizards in machines apparently." Grune said._

"_Indeed it was easy to give the lizards the technology needed through my powers, but they lacked the strength needed to release me! Only you could do it… which is why I called to you…" Mumm-ra said._

"_Hmm… there's something about you though…" Madara said and he walked to Grune looking at him carefully. "I sense a power… my power…" Madara said and he grabbed Grune's head and closed his eyes his body glowing with black and red power. Grune grunted and he grabbed the black fox's arm and tried to pull it off but the grip was strong suddenly Grune's body jerked and from his body a black smoke rose and it formed into a ghostly shape Madara dropped Grune and he looked at the smoke he then opened his mouth and the smoke entered him. He inhaled and his shriveled form suddenly bulged and he had powerful muscles and his face was more youthful._

"_I see… so it was my clone that killed him and that lead you to kill that bitch of a mate! Hm hm hm… We can trust him my lord." Madara said._

"_Explain…" Mumm-ra hissed._

"_When we crashed due to the betrayal of Minato and Leo, I was defeated, and I had to retrea.t I fell into the solar conduit, before I was locked in due to the emergency systems. I used three of my tails to create a clone that would try to find a way to get me free… or, get my revenge should I perish." Madara said. "However my clone found your lizards, and with them he found Minato and killed him. He however was nearing the end of his life so he hid but when those two cats came to check for survivors he entered the one known as Grune and became part of Grune's conscience realizing Grune's desire to conquer and learning of Kushina my clone… gave Grune a bit of… motivation."_

"_I see… very well done my Commander. Tell me… Grune… will you serve me…? It will not be without its cost."_

"_As long as I get what I want, I will pay any price!" Grune said._

"_Oh you will Grune… you will…" Mumm-ra said, and he laughed a cold pitiless laugh._

_-Present Day-_

Panthro stood, "Oh, we sure have great memories, don't we? You betrayed me, you betrayed your brothers!" Panthro was shaking now. "All those deaths, and you're still not the king!" Panthro shouted.

"Don't lecture me Panthro! If it's revenge you seek, then come take it!" Grune said.

"With pleasure!" Panthro said, and grabbing his nunchucks, he held them out, ready to attack, when the ground rumbled ferociously. The other's staggered as the ground shook.

"What is that!" Cheetara shouted.

"The only thing you can trust!" Grune said, and from the ground came the mech known as the Driller. "A machine… destroy them Driller! Ha ha! Until next time Panthro!" Grune said, running away.

"Grune!" Panthro shouted, and he started to run for Grune, but Driller, using his bottom drill, moved in front of Panthro. Panthro jumped and swung his nunchucks at the machine, but Driller swung an arm, knocking Panthro down. Driller then went into drill mode and began to drill into the ground, popping out and burrowing into the ground and then popping out again. He continued this for a bit longer before appearing before Lion-o. Lion-o ran forward, and grabbing the Sword of Omens, he charged at the machine.

"Thunder, thunder! Thundercats, HOOOO!" Lion-o shouted. He held up the sword, the Eye of Thundera glowing with power. Panthro stood; awed by the display Lion-o was showing. He had seen how Claudus used it, and the sword never shone as it did now. Driller charged Lion-o, spinning its arms much like Naruto did, becoming a blur of steel. The two clashed, Lion-o turning to gaze at the machine as it stopped, and then it turned, and lowering its body, it charged the head drill spinning. Lion-o blocked the blow, the sword erecting a barrier to prevent the drill from touching the eye. The eye shone with power, holding the machine back, and Lion-o grunting as the Driller tried to gore him. Lion-o then pushed forward, forcing the machine back.

"Now that's what I call impressive!" Panthro said, and Lion-o gave a roar and pushed the Driller back and sliced off the head drill. Driller fell to the ground, crackling as it shorted out. Lion-o landed on the ground, his gaze on the machine, making sure it wasn't active anymore. Then, the whole mine rumbled and rocks began to fall.

"The driller weakened the mine!" Tygra said, and everybody ran away. Cheetara though stopped.

"The Thundrilium!" She said, and she was about to run when Panthro grabbed her.

"Already taken care of! Keep going!" He shouted, and they ran outside as the smoke erupted and spewed out of the entry ways. They ran and jumped onto a ledge, turning in time to see the mountain explode, smoke pouring out from each hole that exploded.

"Well… that will slow down Mumm-ra's army for a while." Lion-o said.

"What about the Thundrilium?" Cheetara asked.

"Got plenty of that stuff right here!" A voice said, and they turned to see Naruto on a cart filled to the brim with the pink crystals.

"Whoa… when did…" Lion-o began, but he thought back to when Panthro signaled to Naruto.

"Panthro always did that sign when wanted me to find something and bring it back. It wasn't easy though!" Naruto said.

"Well it looks like I was wrong… your father's sword ended up in the right hands." Panthro said.

"Think I can pilot the Thundertank when we get back?" Lion-o said. Panthro and Naruto shared a look, and then looked at Lion-o.

"Hell no!" They both commented.

"My king!" Panthro added.

* * *

><p><strong>Alot of people have been asking so I'm gonna say it straight, other Naruto Characters will appear in this story who they are and what they look like though i won't tell... If you can guess which characters will appear and what animal they are you will get a bonus and be featured in a cameo roll in one future chapter I think I mentioned this last chapter but I'm mentioning it again! Good luck!<strong>


	5. Chapter 5

The Thundercats and the Spiritfoxes  
>Author: Soul Teller<br>Rating: M  
>Reason: For violence, blood, future lemons, future nudity and language.<br>**A/N: As mentioned the previous chapter this will combine Episodes 6 and 7 into one chapter as such this will be as long as the first chapter. Enjoy and read carefully if you don't you'll miss out important items.**

Chapter 5  
>The Tower, the Book, and the Past<p>

With enough Thundrilium for the Thunder Tank to last 20 lifetimes the group had driven the tank following Jaga's clues to find the Tower of Omens. They had stopped where the last clues lead them and Lion-o was in front of the tank the Sword of Omens in hand. Naruto and the others were sitting on the tank watching him. Lion-o held the sword to his face the guards curling around the eye. "Sword of Omens, give me sight beyond sight!" He commanded the guards extended even further. Lion-o's eyes glowed blue and his vision changed to a red tunnel the tunnel cleared to reveal blackness. Lion-o blinked as the vision faded, "Ok let's try this again, Sword of Omens give me sight beyond sight!" He commanded again the vision changed and revealed the same thing as before. "Ahhh come on work!" He snarled.

"Are you telling me the only way he's going to find the book is if his sword gives him directions!?" Panthro snarled.

"It's about as hopeless as it sounds!" Tygra said.

"At least he's doing something about it," Naruto said.

"Look who's talking," Tygra said.

"I already know where the entrance is I don't need the sword to tell me where it is!" Naruto said leaning back to gaze at the sky.

"Why don't you tell Lion-o?" Cheetara asked.

"He has to find the entrance whether through his own ingenuity or luck he won't learn otherwise." Naruto said calmly.

"Well Jaga's pounded a few lessons into you!" Panthro said.

"More like bored me to death with them," Naruto said.

"Jaga was a great mentor!" Cheetara said hotly.

"I didn't say he wasn't, I just said he bored me with them," Naruto defended.

**-In Mumm-ra's pyramid-**

Mumm-ra gazed at the view as Lion-o struggled with the sword. "It's just a rock in your incapable hands! But the stone, your so called 'Eye of Thundera' will be mine again, I wretched it from more powerful hands than yours!" Mumm-ra hissed remembering the older days.

_-Flashback-_

_Mumm-ra stood not as a decrepit form but as a powerful figure standing at nearly twice the size of the elephants. His powerful bulging arms were folded over his massive chest his head crowned by the helmet he wore his back had large wings that were folded. His red eye's gazing at the red display of the world that his fleet was now invading. Next to him was a cat, a lion, with long red hair and long side bangs that was also looking at the display. Then the display shrank and another appeared in it a tiger wearing a mechanical device over an eye. "Our ground forces have reached the cannon lord Mumm-ra." The tiger said._

"_Destroy anything that keeps you from the warstone captain Tygus!" Mumm-ra said a proud smirk on his face._

_**-In Space-**_

_Above the red planet was Mumm-ra's fleet of cruisers, flying between them Tygus flew his Feline Fighter heading into the planet's atmosphere. He narrowed his eyes as he came into the pink clouds and swerved his fighter away from a powerful laser blast. His fighter's systems screamed as the energy wake of the beam nearly scrambled his systems. He activated the boosters hearing the screams of other animals as the laser destroyed them. He turned to the objective a giant structure housing a large cannon and the warstone. He then saw the fire of lasers from the anti-air turrets; he maneuvered his ship carefully dodging the barrage. He activated the command pilot and opening the canopy he jumped out as his ship passed the structure. The creatures guarding the cannon came to attack; Tygus pulled out his blaster and fired at them heading for the power conduit. He blasted the last one and he ran to the conduit._

_The conduit had two extractor nodes in between them was a large red crystal that gave a ringing hum. Tygus grabbed the crystal and it shrank to a cube with a black slit. He turned to see more of the aliens advancing on him he raised his blaster when suddenly black blades appeared from their bodies. The aliens fell to reveal the Yako's a few of them grinned before jumping down to descend on the people. Tygus watched as they butchered the inhabitants he turned away. He pressed a command on his wrist and the roar of an engine was heard and his fighter appeared again. The machine groaned then it began to break apart and fall just as it fell Tygus jumped in his fighter and took off heading for the command ship._

_**-Mumm-ra's ship-**_

_Mumm-ra watched as Tygus reappeared on the view screen in his hand was the warstone. "We have procured the warstone lord Mumm-ra," Tygus said, Mumm-ra uncrossed his arms and held up his hand._

"_At long last it is mine!" He snarled._

_-Flashback end-_

"And it shall be mine again." Mumm-ra said looking at his hand. He turned away from the jewel and walked to the statue he heard the sound of cloth moving through the air and he turned to see Madara on one knee.

"My lord reports say that the lizards are having some… difficulties with their guide." Madara said.

"Hmph, and what of your Yako?" Mumm-ra asked.

"They cannot enter that land there's a powerful spell blocking them and any who touch it instantly evaporate." Madara said.

"I see it looks like I'll have to deal with this myself," Mumm-ra hissed and he continued to walk toward the statue. The chin opened and bandages shot forward grabbing Mumm-ra and pulling him in. Then around the face the wall retracted away to reveal the face was part of a machine very similar to the Thunder Tank. The wheels spun creating a show of sparks then it roared and zoomed down into a passage. Mumm-ra's tank going through with such speed it was hard to follow, then it erupted from the exit and sailed through the air then landed speeding away kicking up a cloud of sand as it headed toward Slithe and his army.

**-Lion-o's group-**

Naruto watched Lion-o struggle then he looked to his right to see Snarf watching then Snarf's stomach rumbled. Naruto reached and stroked Snarf's ears causing Snarf to purr, "Hey you hungry?" Naruto asked, Snarf mewed Naruto pointed to a tree filled with orange like fruits. "Get one of those they are really good!" Naruto said, Snarf looked and he gave a meow and hurried for the fruit. He then looked at Lion-o again to see Cheetara walking toward him. Naruto smiled and he laid his head back down. "Don't blow it," Naruto said quietly.

"This is dumb I don't even know what I'm looking for!" Lion-o said angrily.

"Sometimes when you look too hard you miss what's right in front of you." Cheetara said Lion-o turned to her then turned his gaze forward.

"Tell me about it." He said quietly Cheetara then pressed against him leaning her head over his shoulders and speaking to his ear.

"If you can master sight beyond sight, it will show you what your eyes can't see. But your mind has to be open now try again and this time relax." Cheetara said pulling away from him.

"Relax… huh… got it," Lion-o said nervously suddenly Kat appeared from above hanging upside down on his string.

"Whatcha doin'," He asked.

"Ooooh I know what they're doing," She said a slight blush on her cheeks she began to make kissing sounds.

"No we were… trying to um… get my sword to work." Lion-o explained stuttering slightly.

"Why is this book so hard to find anyway?" Kit asked.

"Did they forget where they put it?" Kat asked suddenly Naruto landed in front of them.

"Yes and no," Naruto said.

"What Naruto means is that in a way yes, the book was hidden with the intention of never to be found again. It's said the Book of Omen held the knowledge of the past and the keys of the future. It was said to be even more valuable than the Sword of Omens." Cheetara explained.

"Now of course because of that the rival animals desired it and often attacked with the intention of taking the book for themselves. So the king of that time told his clerics to hide the book. They did and they went beyond any explorer cat ever did." Naruto supplied.

"They then built a tower with their magic, a tower that only they could access at that time, and they sealed themselves to forever watch the book." Cheetara said. "They made sure that they would die with the location known only to them." Cheetara said.

"That's probably why Grune and I knew we would never find it." Panthro said having moved in during the explanation.

"So we have to get lucky and hope we find it?" Tygra said.

"Oh I wouldn't say lucky." Naruto said he turned to Snarf who was pulling on one of the fruits with difficulty. He gave a great pull and it popped off and he slammed on the branch with enough force to send the rest tumbling down. They looked to see an entrance with a lion's head above it, they all turned their heads to Naruto. "Told you I knew where the entrance was, all it takes is careful observation!" He said smugly this was answered by a punch to the side by Lion-o. "Oww," Naruto groaned as he rubbed his bruised side.

"You could've said something earlier!" Lion-o snarled.

"Oh what fun is there in making it easy for you?" Naruto said.

"If you kids are done playing around can we go get the book?" Panthro snarled.

"Yes sir!" Naruto said and he walked forward into the entry way the other followed him. Inside they found a giant room and a single walkway, below them were rows of large spikes. Above them strings with keys at the end, and before them a single door. Naruto looked to see it had a key hole, "Well looks like we can't go anywhere without a key…" He said.

"Maybe it's one of these up here?" Cheetara said and grabbing her staff she waved it and keys came falling down.

"It'll take a while to find the right key," Panthro said Cheetara grabbed a key and she put it in the lock and turned it. There was a click but instead of the door opening the walkway began to retreat toward the door. Kit, Kat and Snarf who was near the end ran toward the others rapidly. Naruto gritted his teeth and pulling out the Sword of Elements it morphed into the Sword of Light he jumped up and stabbed the sword horizontally making a type of platform he flipped onto it and then he held out his hands.

"COME ON!" He shouted, Lion-o jumped and grabbed his hand Tygra jumped on Lion-o and Cheetara did the same Panthro looked at them.

"What about me?" He shouted.

"Dammit!" Naruto shouted his grip was slipping. Kit and Kat looked at the door then at the still retracting path. "Grab the ledge on the door!" Naruto shouted.

"What? You gotta be kidding me!" Panthro said, he looked at the path, "Aw cripes!" He lunged at the door Kit, Kat, and Snarf doing the same. He managed to grab the bottom ledge of the door and grunted as he held himself up. Kit, Kat and Snarf all grabbed his legs and they hung their Naruto grunted as he tried to hold Lion-o, Tygra, and Cheetara up.

"Crap I can't hold on much longer!" Naruto grunted Lion-o's hand sliding out slightly.

"How are we gonna get the key's now!?" Panthro shouted.

"Hang on!" Kat shouted, "We can pick the lock!" He said.

"Do it!" Lion-o ordered.

"Right!" Kat responded, "Sorry Panthro!" He said and he scaled Panthro accidentally putting his foot on Panthro's face as he pulled out his lock picks and began to pick the lock. There was a click and the door slid open. Kat, Kit and Snarf climbed in while Naruto swung Lion-o, Tygra and Cheetara in. Naruto grabbed the hilt of his sword and swung down into the entry. He grabbed Panthro and pulled him up then grabbed the Sword of Light and walked in as the sword became the Sword of Elements again. The group saw they were in a hexagonal passageway.

"Remind me to gain lock picking skills in the near future." Naruto said.

"It's bad enough those two are thieves you don't need to be one too!" Panthro said.

"Hey being a thief has its perks!" Kat said.

"If we weren't thieves we would be kabobs now!" Kit said.

"Uh-huh," Panthro took a step forward unknowingly tripping a trap suddenly a whirring was heard and Lion-o grabbed Panthro in time to stop him being sliced by the rapidly spinning blade.

"Legends say the guardians made a series of obstacles to keep intruders from finding the tower." Cheetara said.

"Then that means this whole place is a deathtrap!" Panthro said grimly Cheetara observed the spinning blades and she smiled slightly.

"Gotta move fast," She said and she ran forward the others watching carefully as she jumped and flipped through the blades. One managed to slice off a sliver of her hair making her pause. She looked forward and jumped through the blade however another blade swung horizontally to slice her in half but Cheetara slid on the ground curving her body back for the blade to pass over her. She then stood to see the other blades spinning. She pulled out her staff and extended it till it pressed two blocks that were sticking out from the walls. The blades stopped and the giant stone behind her rolled out of the way. The others ran forward, all of them nodding at Cheetara.

"Nice work!" Lion-o quipped and Cheetara smiled when they were gone she retracted her staff and ran after them.

**-In a forest near the Tower of Omens-**

Slithe and his lizard army were attempting to find the Thundercats several walkers surrounding them. Slithe hissed, his men were useless and the Yako just as useless they had barely stepped into where they were when they evaporated. Slithe held a lantern that emitted a beam the beam then faded as Slithe looked at the lantern to reveal Jaga's head. Slithe hissed as he glared at the head, "You've been leading us in circles!" Slithe accused.

"Nonsense, Mumm-ra's spell is too powerful for an old wizard like me! I can't help but light the way, how you get that way is not my fault." Jaga said, Slithe hissed and he raised the lantern above his head ready to smash it. Suddenly the tree's fell as Mumm-ra's tank erupted into view it charged toward Slithe missing him and wheeling around him it stopped. The tank then rose vertically and the chin opened up and Mumm-ra stepped out.

"Careful General," Mumm-ra hissed, "That lantern is as fragile as its withered and duplicitous navigator!" He snarled. Slithe lowered the lantern and the red ribbons suddenly moved and supported the lantern, Slithe went down on a knee.

"He doesn't know the way master, he's toying with us!" Slithe hissed.

"No… his mouth lies but his soul reveals the truth. The books location has been passed down through the head clerics for generations. He knows he just needs more… motivation." Mumm-ra said coldly and he held up his hand magic blasting the lantern.

"Force me all you want Lion-o will reach the book long before you do… AHHHH!" Jaga shouted as his personality was suppressed. The lantern fell and Mumm-ra reached for it when suddenly a new face appeared.

"What? What is… why am I here?" A female voice said Mumm-ra held up his hand and the lantern floated to reveal the face of a female fox a very familiar face.

"I know you… you are the one who married Minato, Kushina I remember. So you are that kitsunes mother then… Why are you here?" Mumm-ra commanded Kushina glared at him.

"None of your business you husk! What have you done to my son!?" She growled Mumm-ra was silent before a cold smile grew on his lips.

"Do you wish to see him?" Mumm-ra asked.

"I won't be tricked by you!" Kushina hissed.

"Is that so then I guess that I will tell my men to kill him isn't that right General?" Mumm-ra said turning to Slithe. Slithe at first looked confused but at a glare from Mumm-ra he cleared his throat.

"O-Of course my lord I'll see to it myself!" He said and he began to walk away.

"Wait!" Kushina shouted, "Don't… don't hurt my son… what do you need?" She said sounding defeated.

"I'm not sure how long you've been with the sorcerer but you must know the location of the Book of Omens guide me to it and your son's life will be spared." Mumm-ra hissed Kushina nodded her head and became a beam of light. Mumm-ra turned to Slithe scowling, "You and your army remain here and make sure that he doesn't escape I've little patience for you incompetence!" Mumm-ra snarled and he walked forward heading toward the tower to reclaim what was once his.

**-Lion-o's group-**

Lion-o and the others exited yet another hall to come to a large room well over 60 feet high from the floor to the ceiling. On the other side of the room was an exit but standing next to it were two 30 feet tall statues. The statues were odd they had stone faces with large horns and fangs that curved near the end outward. The statues also had rather meaty limbs and a pronounced belly. One was green the other blue the green one had more pronounced horns and carried a stick that it held aloft one hand thrust outward palm held outward. The blue one had more pronounced fangs and carried a stick in one hand that was oddly rigid on top and bottom. Naruto looked at the statues and he grasped his head as the statues came into his mind. He saw foxes bowing to the statues and two words. "Fujin, Raijin…" Naruto groaned. They looked at him confused.

"What?" Panthro asked.

"Fujin," Naruto pointed to the green one, "Raijin," He pointed to the blue one. "That's… that's their names." Naruto said.

"Huh… well whoever made them had weird art sense." Tygra said and he began to walk forward he had barely taken 7 steps when suddenly the room rumbled the door appeared behind them and with a 'thunk' it closed behind them. "W-Whoa what's going on?" Tygra shouted the rumbling stopped then the eyes of the statues glowed and then they began to move.

"Fujin," The green one said in an echoing deadpan voice.

"Raijin," The blue one said in a booming roar.

"Whiskers" Lion-o said and he drew his sword. He held it ready to attack Cheetara grabbed her staff while Panthro pulled out his nunchucks. Tygra pulled out his whip while Kit and Kat froze too terrified to move. Snarf hid behind Naruto who stood still watching the two statues silently. The two statues turned their gaze on them and began to move toward them Lion-o gritted his teeth and charged roaring he jumped and swung at the leg with his sword instead of cutting through the sword bounced of ringing. "What the," He barely had time to think as Fujin thrust his pole towards Lion-o making Lion-o jump back. "What are those things made of?" He was about to attack when Cheetara tackled him to dodge a foot. Tygra was blasting the statues with his pistol but the bolts ricocheted off and exploded on the walls.

"Whatever it is it's not good for us!" Tygra said jumping back to avoid the counter attack. Naruto watched the action going on carefully. He then looked for Kit, Kat and Snarf and saw them standing behind him looking frightened. He then looked at the statues they were completely oblivious to him and… a slow realization coming to him.

"Stop!" he shouted, Lion-o, Panthro, Tygra and Cheetara jumped back to him. "I know how to beat them!" Naruto said.

"How," Lion-o asked.

"Don't move…" Naruto said they all looked at each other, then at the statues which were nearing them.

"A plan would be really good now!" Tygra said.

"Don't move that's the plan." Naruto said.

"We're gonna get killed!" Lion-o said.

"No we won't!" Naruto snapped, "Trust me!" He said the giant foot slammed down and the statues stood there looking around. The other's stood there with bated breath. The statues looked then they turned around and began to walk back to their post.

"What happened?" Lion-o asked.

"The statues perceive anything that moves an enemy, but if you're still you're just another statue to them!" Naruto said.

"Ok so how do we get past them?" Panthro asked.

"Leave that to me I'll watch them while you guys run across I'll tell you when you can stop and go!" Naruto said the others looked at each other hesistant.

"Then what about you?" Lion-o asked.

"Me? I can take care of myself! Don't worry!" Naruto said he turned his gaze to the retreating statues, "GO!" Naruto shouted the others ran Cheetara slowing down keeping up with everybody else. The statues stopped and began to turn. "STOP," Naruto shouted and they stopped becoming still. The statues turned to them and looked around then they began to turn back to their posts. "GO!" And it continued under Naruto's orders the group went bit by bit to the door however they were nearly at the door when they realized that Fujin and Raijin were behind them however Naruto had that covered. "Don't move I'm gonna draw their attention to me!" He shouted and he began run he headed straight for Fujin the statues detecting the movement turned to Naruto and began to walk to him Naruto stopped and turning he ran away heading back to the door Fujin and Raijin following him. Lion-o looked at the door before him.

"Come on!" He shouted and with that they all bolted to the entryway Naruto saw them enter and he grinned.

"Let's see if you really are impenetrable!" Naruto said and he slid and turning he ran back to the two statues he jumped and began to scale Fujin rapidly Fujin reached with his hand to grab Naruto but Naruto jumped off of Fujin onto Raijin. Fujin focused on Naruto and he thrust his pole at Naruto who jumped as the pole smashed into Raijin destroying the head to reveal the metal shell and the circutry inside. Raijin now without a head blundered about waving his arms Naruto timed it and jumped onto Fujin then he gave a whistle Raijin turned and swung his stick Fujin's head was smashed off. Now they were both fumbling around Naruto grinning jumped to the wall and grabbing his swords he stabbed them both into the wall and slid down. He landed at the entrance where the others were gaping.

"How did you do that?" Lion-o said.

"If you find something that's impenetrable to every other force and contains a lot of power it's a question of whether it's impenetrable to even itself." Naruto said, "It's… something I know…" He said, "Anyway let's go we have a book to find!" Naruto said the other's nodded and headed off to find the book.

Lion-o and the others walked out of the hall to a room with a pool in the center and two beams of light shining. In the pool were many golden coins upon seeing it Kit and Kat ran to the edge of the pool their tails wagging. "Look treasure!" Kit said looking at the many golden pieces. Naruto narrowed his eyes at the beams of light and looked at the statues of the lion heads. He then looked at the pool.

"We're rich!" Kat said and he reached into the pool Naruto ran forward jumping over Lion-o and the others.

"Stop!" He shouted landing behind them but it was too late Kat's hand touched the water and one of the lights began to bend shining on the face of the lion. The lion head growled the eyes glowing red and then from it and the other lion's mouth and holes on the walls water began to gush out. The other's looked around as gallons of water flooded into the room filling it rapidly. Panthro looking very afraid scooted to a wall.

"You okay Panthro?" Kat asked.

"Um… I never told anybody but…" Panthro began he gave a gulp. "I can't swim!" he said a bead of sweat sliding down.

"Oh crap." Naruto groaned and he looked around as the room quickly filled up they were soon floating Panthro struggling to swim. Naruto swam to him and tried to hold him up but it was difficult with Panthro's flailing. Tygra then pointed to a grate above them.

"Look! We'll wait for the water to rise then we'll get out that way!" He said then Panthro began to sink Naruto struggled to pull him up but Panthro was heavy Panthro seeing Naruto pushed him off and Naruto coughed out a bubble of air. Grasping his stomach he looked at Panthro who gestured for him to go Naruto bared his teeth but swam up as Panthro sank. Naruto surfaced coughing as he did.

"What happened to Panthro?" Lion-o shouted.

"I-I couldn't… DAMMIT!" Naruto shouted, "How's the grate?" He asked.

"We can't get it open from this side." Cheetara said.

"Well crap this sounds more and more like a suicide mission by the minute!" Naruto said.

**-In the water-**

Panthro had quickly sunk to the bottom where he was near the pile of gold he looked around and saw a handle of a door. He smirked and walking to it he pulled it open the in the room water rushed in creating a current however he was unaffected. He walked in and seeing ledges he climb out coming to a dead end but going on instinct he rammed his shoulder and the dead end became a hole. He pulled himself up gasping he then heard the others shouting and he looked to see their hands from between the grate opening. "Hang on!" He shouted and he ran forward and grabbing the grate and throwing it aside. The others climbed up and out coughing.

"Panthro!" Naruto said surprised.

"We thought you were dead!" Kit said.

"Guess not being able to swim has its advantages." Panthro said, Lion-o turned his head to see and exit and he pointed to it.

"Who wants to bet that leads to the temple?" he said and he ran forward Naruto and the other smiled and followed Lion-o they ran through the door and they came out side to a large wall which on the other side was another wall where a waterfall fell. "There's nothing here. All those traps just to protect… more jungle? Maybe no one can find this temple because it doesn't exist." Lion-o snarled frustration clear in his voice. His clenched fist shook in rage Cheetara stepped forward.

"Or, maybe it just takes more than getting past physical traps, to find it." She said, "Believe in yourself." She said looking at him confidently he turned to her looking slightly disheartened. "I do." She said grabbing his hand. He turned his head forward and grabbing the Sword of Omens he held it to his face.

"Sword of Omens, give me sight beyond sight." He said the magical power of the sword activating. His gaze revealed him standing on the cliff then it went down to show a switch below him. Surprised he set the sword back into the gauntlet, "There's a switch here!" Lion-o said he then went to reach it. Naruto was about to step forward when Tygra held up his which had his whip in hand.

"Allow me!" Tygra said his whip going up then down smacking the switch. It sank into the stone and on the other side a stone structure pushed out of the waterfall parting the water revealing the entry way to the Tower of Omens. As it did stone platforms raised the group made their way across and they stopped to look at the great structure.

"The Tower of Omens," Lion-o said in awe.

"I can't believe I finally found it!" Panthro said, "Guess all it took was the right partners!" he said Naruto smiled and slapped Panthro on the back.

"Sometimes you gotta go out of the familiar to learn the best of everybody!" Naruto said.

"Heh Jaga taught you that?" Panthro asked.

"Yeah among other things." Naruto said the group walked into the tower and saw a large pillar with wooden rungs lining it's side spiraling up. The temple had vines and moss growing along it's inside.

"The book must be up there!" Tygra said, pointing to the spiraling pillar.

"Nice job Lion-o!" Naruto said.

"Indeed wonderfully done," a raspy voice said. They all turned to see Mumm-ra standing there in his hand was a lantern Panthro's eyes widened when he saw it. "He has proven more useful than those incompetent reptiles!"

"Kushina?" Panthro asked, the head in the lantern turned to Panthro.

"Panthro? What are… is that Naruto?" Kushina asked, Naruto instantly recognized the name that Panthro and Jaga had told him when he was growing up.

"Mother?" He asked his voice choked Lion-o and Tygra turned to the lantern surprised.

"That's his mother? But she died years ago!" Lion-o said.

"She did, but before she died she asked Jaga for a favor that he would take a part of her soul with him to be placed in a certain location apparently Jaga never got the chance to do so." Panthro said.

"So that's my mom's spirit in there?" Naruto asked.

"An unforeseen turn of events but it worked for me now I no longer need her or the wizard!" Mumm-ra said and he tossed the lantern Naruto instantly reacted he ran forward pulling out his sword he threw it at Mumm-ra then he slid and caught the lantern. Mumm-ra's bandages rose and caught the sword and threw it aside carelessly. "Die!" Mumm-ra held out his hand purple magic blasting at Naruto sending him flying. Naruto clutched the lantern tightly as he flew his back slamming into the pillar. Lion-o went to attack but Tygra grabbed his shoulder.

"Get the book! We'll take care of him!" Tygra shouted, Lion-o nodded and he went to the first of the wooden rungs and began to run up. Cheetara went to Naruto who was looking at the lantern.

"I'll take her," Cheetara said, Naruto nodded and handed the lantern to Cheetara.

"Make sure she stays safe," Naruto said Cheetara nodded and Naruto stood grabbing the Sword of Elements which morphed into the Sword of Light. Naruto turned to the lantern where his mother watched him. "Mom… I…"

"Not now… my son, you can't let Mumm-ra get the book!" Kushina said, Naruto stared at his mother then he held the blade with both hands and charged at Mumm-ra who was fighting Panthro. Panthro swung his nunchucks at Mumm-ra who dodged the attacks with ease he then sent a blast at Panthro who shrugged the blast off.

"This bag of bones is no match for Panthro!" Panthro said proudly.

"Don't be deceived by appearances, my true form is far more powerful. Ancient spirits of evil transform this decayed form… into Mumm-ra, the ever-living!" There was a flash of light and purple smoke shrouded Mumm-ra when it cleared Mumm-ra stood but not as a decayed looking corpse instead he was a hulking monster with large bat wings, and a crown on his head with two snakes snarling at each other. Mumm-ra held up his hands and purple lightning sparked around Panthro making him guard Mumm-ra took the chance to shoot a blast of energy from his mouth which slammed into Panthro. Panthro grunted as he slammed into the ground sliding into two pillars where Kit and Kat were. The two young cats ran protectively in front of Panthro Mumm-ra looked at them blankly he opened his wings to fly when Naruto came from up high the Sword of Light swinging down slash at Mumm-ra. Mumm-ra snarled at the light and he shot a blast from his mouth which slammed into Naruto sending him flying into the air. Mumm-ra shot two more blasts at Naruto propelling him higher and Naruto came down slamming painfully into the ground. The Sword of Light had fallen out of his hands and landed point first on the floor embedding itself in it. Mumm-ra smirked and flew up creating a powerful gust of wind blowing back Kit and Kat who had charged at him.

On the pillar Tygra was several steps below Lion-o to keep an eye on Mumm-ra he saw Mumm-ra flying toward him. Mumm-ra shot a blast at Tygra barely missing him as Tygra jumped onto a platform near the pillar. He pulled out his blaster and whip and activated his stealth function by slapping his whip on the ground. Mumm-ra unaware of this flew at Lion-o however before he could catch up something grabbed his leg and began to pull him down. Then from nowhere an energy shot came out Mumm-ra blocked and blasted near his foot it connected and Tygra faded back into existence grunting in pain. Mumm-ra swung his leg trying to get Tygra a powerful downward thrust sent Tygra off. Pleased Mumm-ra continued his flight. "You won't shake me that easily!" Tygra said his whip coming up and wrapping around Mumm-ra's foot slowing him down again. Mumm-ra angered opened his mouth a prolonged blast shooting into Tygra's stomach. Tygra shouted in pain and eventually the whip fell off sending Tygra falling down a burn mark on his armor.

On the bottom Cheetara was trying to wake Naruto, he was bleeding from his arm and the side of his head. Kushina was looking at Naruto concern and fear on her face. "Naruto!" Kushina shouted and Naruto opened his eyes inhaling deeply, then he coughed slightly and grabbed the side of his head.

"Agh… that hit harder than I thought," Naruto said and he stood up. He looked for the Sword of Light which was still embedded in the ground.

"You should rest!" Cheetara said.

"Sorry not an option," Naruto grabbed the hilt of the blade. "I can't let that monster get the book I have to do everything I can to stop him no matter the cost." The Sword of Light then flashed and from it a white glow appeared bathing Naruto in light. Naruto looked at the sword surprised, Kushina however smiled in pleasure.

"He's done it he's activated the third power of the sword!" Kushina said with pride. Naruto felt the rush of strength in him that he felt when he fought Sasuke.

"This is…" He began.

"The third power of the sword, Light Burst. It enhances the abilities of the body to twice their power however it has a grave toll. It also enhances the strain and damage a body takes and is not meant for long periods of time as such you need to do what you want to do now do not have it on for 1 minute or you will put yourself near death at your current level." Kushina explained Naruto looked at her and nodded. His fur was now a bright white and his eyes shown with power he pulled the sword out and looked at the pillar. He could see Panthro climbing the pillar with Tygra, Kit, Kat and Snarf.

"Going up!" He said and he ran at the pillar Cheetara blinked and he was gone.

"He's faster than me now!" Cheetara said amazed.

"Yes… he is… just like…" Kushina's voice was fading.

"Kushina?" Cheetara said and she looked to see Kushina's face was flashing dimly. "No!" Cheetara said then Kushina's face vanished and Jaga's face appeared.

"Do not worry Cheetara she is tired Mumm-ra forced her to lead the way here since fusing with my soul she had the same knowledge I have. But for now we must help Lion-o… you can do it." Jaga said Cheetara was surprised to see her mentor there but she nodded and grabbed the lantern the steps leading to the top were mostly gone destroyed courtesy of Mumm-ra. But she had another way she went to the wall giving all she had and her feet landed on the wall and she began to run on the wall heading up.

**-The top of the Pillar-**

Lion-o ran to the empty top he looked around his eyes narrowed then he turned his gaze up. He saw it a type of cage where the Book of Omens floated in its center was a red jewel that hummed. Lion-o walked forward when Mumm-ra's roar stopped him, Mumm-ra appeared from the edge his wings keep him afloat. "The Book of Omens and its power belong to me!" Mumm-ra snarled Lion-o grabbed the Sword of Omens thrusting it into the air lightning flashing from it.

"Thundercats, ho!" Lion-o and Mumm-ra battled Mumm-ra sending waves of dark magic at Lion-o who rolled out of then Mumm-ra held up a hand and sent a bolt which Lion-o blocked using the sword. Suddenly Mumm-ra gave a cry of pain and he stumbled forward he turned snarling to see Naruto standing there his fist held out in a punch.

"Hmph, what's a fox doing helping a filthy cat?" Mumm-ra snarled.

"I owe Lion-o my life a hundred times over. Anyway I swore to serve them for as long as I lived and I'm not one for breaking promises!" Naruto said and he ran forward Mumm-ra raised a hand when Naruto suddenly faded from existence. Mumm-ra surprised turned in time to block a sword blow from Naruto but his arm jarred and a crack was heard. Mumm-ra roared and he clutched his broken arm. Naruto stood there panting slightly. Then his body stopped glowing and his gold fur returned, Naruto stabbed his sword into the ground and leaned against it panting. Naruto clutched at his chest where his heart was beating rapidly like a drum.

"I see… your abilities are boosted immensely however so is the toll on your body." Mumm-ra hissed and his arm glowed with purple power loud snapping occurred as his arm was put back into place. "You're a greater threat than the cat, die!" Mumm-ra shouted and he sent a blast of purple energy to Naruto who couldn't move before it reached Naruto Cheetara appeared her leg extended as her foot slammed into Mumm-ra's arm and sent the bolt in a different direction. "Pest!" Mumm-ra snarled and he spun around his arm outstretched it slammed into her sending her flying and making her lose her grip on the lantern. Mumm-ra sent a bolt of energy at her Lion-o then landed in front of her the Sword of Omens rose blocking it. However Mumm-ra kept the energy going.

"The boy is not ready yet!" Jaga said and suddenly the lantern floated as he became a pure white blinding light. Mumm-ra saw the light and he gave a hiss.

"THE LIGHT!" He shrieked and his body collapsed and became a crow's body and he flew away. _"The Book shall be mine!"_ Mumm-ra said as he retreated. Lion-o, Naruto, and Cheetara gave a sigh of relief as Panthro, Tygra, Snarf, Kit, and Kat appeared. Then they heard the sound of breaking glass and they looked to see the lantern was broken.

"M-Mother!" Naruto choked and struggling he got to his feet and limped to the lantern he grabbed it and looked at its empty inside. Tears were falling from his eyes, no sooner had he finally met his mother again then she was ripped from his grasp a minute later he suddenly felt Lion-o's hand on his shoulder and he looked at him.

"I'm sure she treasured every second and word she got to have with you." Lion-o said Naruto stared at him then his gaze went back to the lantern then he set it down and rubbed his eyes.

"Yeah," Naruto said shakily and he tried to stand again but faltered then Lion-o caught him and supported Naruto. "Thanks." Naruto said.

"Hey something came out!" Kat said pointing in the air everybody looked to see 2 small stones flying up to the Book of Omens. The stone cage fell apart and the book fell Lion-o caught it. He stood there unable to believe what had just happened. He turned to the others smiling.

"We got it!" Lion-o said, he then looked to see Naruto struggling to get up yet again. Tygra walked up and grabbing Naruto's arm and shouldering it he lifted the young kitsune up.

"Thanks," Naruto said to Tygra who smiled, and then Naruto turned to Lion-o. "Well go on open the book!" he said, Lion-o nodded and grabbing the book he opened it and looked inside, he stared at it then his brow furrowed. He turned a page, and another, and another, "What's wrong?" Naruto asked concerned. He and Tygra went to Lion-o and their jaws parted in disbelief.

"What is it?" Panthro asked.

"It's blank!" Lion-o said showing it to the other's the pages were indeed blank not even an ink splatter was on it as Lion-o flipped through the pages.

**-Two hours later-**

Panthro and Tygra sat at the gate of the Tower of Omens Panthro snoring while Tygra checked his gun Cheetara was with Kit and Kat exploring the tower. Lion-o, Snarf, and Naruto were on the top of the pillar Naruto was still recovering but could move without need of aid. The two were sitting looking at the book, "Maybe this book isn't magic maybe it's technology? You get any of those flashbacks?" Lion-o asked looking at Naruto.

"No I look at this and nothing comes up," He said the two sat there Snarf went up to Lion-o and mewed Lion-o scratched his head.

"Maybe you need to touch it?" Lion-o suggested.

"Huh? Well maybe but… where do I?" Naruto said and he scratched a metal plate when suddenly a bolt of electricity sprung up shocking the two and knocking them back. Snarf squeaked and jumped back he looked at Naruto and Lion-o and he mewed. Then he saw the book spark and he turned his tail raised, as a blue light came out of the book it wrapped around Lion-o's and Narurto's feet then it lifted up. Snarf looked in amazement as a blue ghostly image of Lion-o and Naruto came out of their bodies and was pulled into the red jewel of the book. Snarf stared at the book mewling then he went to Lion-o biting Lion-o's arm and shaking him.

_**-In the Book of Omens, Lion-o-**_

_Lion-o looked around, he saw endless space but in the space were strange objects every now and then. "You entered a strange world Lion-o," A familiar voice said, he turned to the source. A blue glowing thing flashed as it spoke again then began to form, "The book is neither magic nor technology but a fusion of both," The thing said then it took the form of Jaga._

"_Jaga you're alive!" Lion-o said shocked._

_**-In the Book of Omen's, Naruto-**_

_Naruto gasped as he opened his eyes he was floating oddly enough and he looked around trying to find out where he was. "Be calm, you are in the Book of Omens," A familiar voice said, Naruto turned to see a red light flashing. The light then began to morph taking on the form of a female fox the head formed last and Naruto blinked in shock._

"_M-Mother?" Naruto breathed unable to believe what he saw. "B-But you're dead?" Naruto said confused._

_**-Lion-o-**_

"_The rules of life and death are far different for the book Lion-o," Jaga said._

_**-Naruto-**_

"_Because of this I'm not truly alive the book is using my spirit as an avatar to talk to you." Kushina said._

"_Oh… so it's not really you?" Naruto said glumly his ear's drooping._

"_It is me but that is another discussion for another time." Kushina said._

_**-Lion-o-**_

"_Right can the book tell me what Mumm-ra is after and how to defeat him?" Lion-o asked._

"_The answers lay in the books all seeing record of the past." Jaga said._

_**-Naruto-**_

"_In order for you to understand what you must do you must go to the past. To see, feel and understand what happened long ago." Kushina said, she clapped her hands together light began to glow around her and Naruto shielded his eyes._

_**-Lion-o/Naruto-**_

_The two were flung down into a light where they both came to a sight, Lion-o to a lion that stood in front of a console and a large machine. Naruto to a fox with 7 tails that was watching the lion from a platform far above as the two floated down they heard the voice of Jaga/Kushina. "From the body of your ancestor Leo/Minato you will face the same challenges he faced. But I warn you Lion-o/Naruto if you fail the book will be closed to you forever," they said their voices fading. Lion-o gasped as he entered Leo looking around. Naruto blinked and grabbed his head, he grunted then he raised his head removing his hand. He didn't know why but he felt… strong… far stronger than normal._

"_What the, am I…?" Naruto started, he looked at the lion to see he looked as confused as he did. "Wait he looks familiar," Naruto started._

"_Minato!" A voice said Naruto turned his eyes widening in horror as he saw._

"_Madara?" He said he was aware of a sword on his hip he wanted to draw it but decided otherwise._

"_Madara!" A voice called and Naruto turned again to see Mumm-ra was standing next to the lion whose eye's widened in recognition._

"_We work for Mumm-ra?" Naruto breathed, Madara put a hand on Naruto's shoulder._

"_Is there something wrong my student?" Madara asked._

"_N-No," Naruto said quickly, 'My ancestor was a student of Madara? I don't like this so far,' Naruto thought he looked at Madara then noticed that Madara had a sword as well the hilt somewhat familiar._

"_Let us go," Madara said, he leaped forward and landed on the platform where the lion and Mumm-ra were, Naruto looked and saw Madara had 9 black tails flowing behind him. Naruto looked behind him and saw 7 tails flowing behind him._

"_Well that explains why I feel stronger," Naruto mumbled then he turned back to the 3 and took a step forward and jumped he was surprised to find that he overshot the jump slightly landing behind the lion._

"_Watch it!" The lion said in a familiar voice, Naruto got a good look at the lion. The lion wore a type suit with armor on the shoulders, hip, and legs._

"_You watch it!" Naruto said._

_**-Lion-o-**_

_Lion-o looked at the fox in front of him; the fox wore yellow and red bands on its bicep and calves. It had a thin red armor on its body. It also had metal greaves on its legs, and metal greaves on the back of its hand and arms. Below it was cloth leggings with a large loose cloth that fanned out behind. 'He looks familiar.' Lion-o thought._

"_Tell me commander has the Book of Omens pinpointed the stones energy signal?" Mumm-ra asked turning his gaze to the display. The lion looked nervous as it turned its gaze to the control board._

"_Let me… check," It said and began to press buttons hesitantly. Then the view changed to show a planet, "There," He said unsure of what to do._

"_Captain Tygus!" Mumm-ra ordered, behind the display a view screen appeared showing a tiger. The tiger was dressed in a suit like his own but was more heavily armored particularly in the chest. It also had a device on one of its eyes._

"_Yes lord Mumm-ra," Tygus said._

"_Prepare your pilots and the rest of the invasion force to move in once the stone has been located. To that aim commander make sure the animals are ready for the initial planetary sweeps." Mumm-ra said turning to him._

"_Yes… my lord," Lion-o said slightly hesitant, and then he turned and walked away._

_**-Naruto-**_

_Naruto watched the lion unable to shake a feeling he knew the lion. "Madara get you're yako ready as well, also there had been reports of unrest from the other kitsune investigate and quell them by force if you need it." Mumm-ra said._

"_Very well my lord, Minato go and see the reason behind this." Madara said. "It could be that vexing vixen again," Madara narrowed his eyes at the word 'vixen' "If it is her make sure she is confined and punished." Madara said._

"_Yes… master," Naruto said and he ran after the lion he eventually caught up and grabbed the lion's shoulder he made it turn around. "Who are you? Why do you look like Lion-o?" Naruto demanded._

"_Li-… Naruto?" The lion asked, Naruto blinked in surprise he hadn't been expecting that then it clicked._

"_Lion-o!" Naruto said aghast._

"_Well technically I'm Leo… but…" Lion-o stopped and saw some armored figures approaching; he gestured with his head and walked Naruto next to him. "You have any idea what's going on? I was talking to Jaga about a way to defeat Mumm-ra and then I'm in this body."_

"_I don't know something happened with me except it was my mom." Naruto said._

"_So then you're in your ancestors' body," Lion-o said._

"_I guess though… whiskers…" Naruto trailed off his gaze turning forward, Lion-o turned to the gaze and his mouth dropped. Behind energy walls were hundreds of animals. Suddenly the sound of footsteps was heard and they turned. Madara was walking forward next to him was a female panther she looked at Lion-o and turned her gaze forward._

"_I thought I told you to be wary of daydreaming," Madara said._

"_Y-Yes master sorry master I just… uh…" Naruto was sweating as he tried to make an excuse._

"_I… was asking him what he thought of slaves and…" Lion-o started but was cut off by Madara._

"_I see… he always had… trouble with them especially the vixen, by the way she's down there with the other kitsune go." Madara ordered simply._

"_Yes master," Naruto said bowing slightly and heading off to where Madara pointed. Madara watched him go then he turned to the panther._

"_You heard our lord get the slaves going." Madara said._

"_Yes, Commander Madara," The panther said._

_**-With Naruto-**_

_Naruto ran down his eyes scanning the cells there were animals he had never seen before here. Bird's with white feathers, strange lizards with long mouths filled with sharp teeth, large animals with horns on their noses. He then saw it and stopped, he couldn't believe it. Before him his people were in a cell, they saw him and a few turned away, some glaring angrily at him. "YOU!" He turned to the voice and his heart stopped._

'_Mom?' She was slightly younger but he couldn't mistake it, it was… Kushina… Naruto's mother._

"_What have you come for this time? Another one for torture? Or to be dragged away for experiments!" Kushina spat. Naruto closed his mouth trying to think an answer, suddenly he felt a chill and he didn't have to look to know that a Yako was watching him from the shadows._

'_Play it cool Naruto,' he thought, "You have been ordered to be punished for your behavior and vulgarity," Naruto said he walked to a control panel his mind flashing as he saw a hand pressing buttons then looking up for the field to slightly part open. He pressed the buttons and sure enough the field opened just enough for one to get out. Naruto walked forward to his mother and went to grab her but she suddenly headbutted him surprised Naruto fell._

"_COME ON!" Kushina shouted the foxes cheered and began to exit from the hole Kushina ran forward kicking Naruto as she ran and went to the control and widening the field no sooner had she done this then the alarms went off. From the shadows the ghostly Yako appeared wearing a strange armor that materialized as they did._

"_Kill the escapees!" A Yako hissed._

"_No! Capture them and leave the red one she is mine!" Naruto shouted._

"_But-!" The yako started, Naruto grabbed his sword and jumped forward slicing the Yako who screamed as it died._

"_Any more insubordination!?" Naruto challenged the Yako's went away to capture the prisoners, with that in mind Naruto went to capture his mother._

_**-In hallway-**_

_Naruto walked forward sword drawn ready for an ambush. His eyes scanned the hall he saw a passage going two ways. He looked left and right eventually going down the left path. Nothing was there, he looked at the right nothing as well. He stood there relaxing his guard. "HEEYAAAAHHH!" He looked up and he slid to the side as Kushina came down a pipe in hand she turned to him only for Naruto to punch her. She slammed into the wall dropping the pipe. Naruto quickly closed in and grabbing her neck he held her there she struggled kicking his legs and chest her fist pounding his arm._

"_Stop!" Naruto shouted, "Stop this I don't want to hurt you!" He said._

"_Bullshit! You've taken so many of us only for them to never return, why should I believe you!?" She grunted. Naruto winced as his imprinted instinct came yet again._

"_Because I'm sorry!" Naruto said her struggling lessened._

"_Bullshit!" She said again but her voice had a hint of hesitancy._

"_Look whatever I did before I'm sorry! I never meant to cause harm… Things are… things are different. After today everything will change, but in order for me to do that I need your help! Please…" Naruto said her struggling had stopped altogether. "Listen whatever wrongs I have committed I will pay fully after today but for now I need you to trust me." Naruto said._

"_Fine but after this day you will pay for everything you have done." Kushina said._

"_And I gladly accept those condition," Naruto said, "Now listen to me carefully." He said._

_**-Some time later-**_

_Naruto walked into a hall his gazing roaming to find Lion-o, he saw him walking toward him. "Lion-o!" Naruto said._

"_Call me Leo, anyway listen we have a plan and I need your help." He said._

"_All right, well I guess call me Minato." Naruto said._

"_Fine anyway listen," Lion-o said and he began to explain the plan._

"_That's quite a gamble… your main problem would be my master Madara. He's got eyes and ears everywhere. I'll try to stall him you get started, the sweeps will take a while to go through all the way. Go I'll take care of Madara." Naruto said._

"_Right good luck," Lion-o said._

"_May the elements watch you," Naruto said with that the two parted._

_**-Madara-**_

_Naruto walked down the hall and saw an open door there was a dimly lit room and in the center was Madara his eyes closed meditating Naruto walked forward he turned his head to the left as he walked he saw a panel with glowing lights on it. He walked to the panel and pressed a button bright lights suddenly shown and Madara hissed. "TURN OFF THE LIGHT!" He shouted. Naruto pressed the button and the lights dimmed. "Do not do that again, what is it my pupil?" Madara asked._

"_Master there is a problem with the cat's in particular Leo and the lieutenant." Naruto said._

"_Oh what sort of problem?" Madara asked._

"_They might be starting a-" Naruto started._

"_A coup I already know of this," Madara said._

"_Master?" Naruto was confused if Madara knew why hadn't he done anything about it?_

"_I sense your confusion my student come walk with me," Madara said and he stood up and walking to the shadow he vanished Naruto looked at the shadow blankly. "Do not tell me you forgot the shadow step?" Madara asked from behind Naruto._

"_N-No I just… with recent happenings I have… been… stressed and my mind has been thinking of other things." Naruto said hoping that would appease Madara. Madara looked at Naruto then he sighed._

"_Indeed things have been hard on you what with your duties. I shall remind you then," Madara said, "Walk to the shadows however do not see shadows see a path and let yourself become shadow to become one with the darkness." Madara said, Naruto looked at the shadows he inhaled then he walked forward. He looked at the shadows and instead of seeing a wall he saw a door. He could feel his body grow as he walked into the shadow, his being falling apart and yet at the same time being reconstructed he was now part of something else. His eyes were roaming around; he could see nearly every part of the ship from every dark corner. He was part of the ship and a separate entity from the ship. "Focus my student remember, if you see too much you will lose yourself." Madara's voice said. Naruto blinked and he could see everything at once. "Focus yourself! Make your avatar your body." Madara said Naruto thought and he concentrated thinking of the form he was, a golden furred seven tailed fox. His body began to condense and he became himself again._

"_Where are we?" Naruto asked. _

"_We are between the Spirit, and Normal Realms the Shadow Realm come with me," Madara said and he turned and walked as he did Naruto saw him suddenly began to turn downward Naruto quickly followed him. "My student this coup that is coming is our chance." Naruto paused and blinked._

"_Master what do you mean?" Naruto asked._

"_With this coup Mumm-ra will be challenged by Leo with the sword and the war stone the stone's combat is far more powerful than the other three stones combined. Mumm-ra's arrogance will blind him to the truth and he will fall. When he does we will finish off and we take our place as rulers of the universe!" Mumm-ra said._

"_But master what… what about those loyal to Mumm-ra?"_

"_They will be dealt with, come with me we will check on the members of this treachery." As he did a thought came to Naruto._

"_Master may I be given a reminder into magic just the basics nothing complex." Naruto said._

"_I sense a pattern here my student I hope it's just a suspicion and not a fact," Madara questioned._

"_It's a suspicion Master I just need a reminder the rest will come back to me." Naruto bluffed._

"_Indeed you always were a quick study Minato. Very well I will remind you of the basics." Madara said. "As you know the magic we command is more primal and basic than others like Lord Mumm-ra's but it is powerful nonetheless. In order to create our magic you must connect yourself with nature and nature connect you, the reason being is that every fox has one major element that they can use. The elements are, fire, earth, water, wind, light and darkness." Madara explained._

"_What about thunder and lightning?" Naruto asked._

"_That's slightly more complicated, that is a complex element and as a result requires two elements in order to create it. While it isn't unheard of for a kitsune to use more than one element to use it to create a new element is very rare due to the complications of two basics being mashed into one. Anyway lightning element is wind and fire put together. Another example is ice element which is water and wind put together. However if there are two kitsune that can use the magic arts of their elements they can combine them to make a complex element." Madara said._

"_I see..." Naruto said he stopped clutching his head as he saw an eight-tailed fox with golden fur swing a sword for a wave of wind to blow some enemies away. "My affinity… its wind," Naruto said._

"_Indeed you are by far one of the best wind users I have seen in a long time," Madara said._

"_Master are there dangers with combing elements?" Naruto asked._

"_Significant ones but to understand those you must understand the basic dangers. While it is true that you control your element it can backfire on you if you are not careful. The elements respond not just to you but to the natural order of their environment. If you tried to fight wind of nature with your own you would lose. Nature cannot be beaten however it can be bent to your will." Madara said._

"_I see… thank you master," Naruto said and it was then that he sensed a presence near him. He turned to see a yako behind them._

"_My lords, Mumm-ra has summoned you to speak with he says to come at your earliest convenience," The yako said then it vanished into the shadows._

"_Mmm… Minato I want you to check on the cats, after that head to the cells and make sure that the animals are… properly dealt with. I will remind you of your lessons another time." Madara then melted into the shadows. Naruto stood there wondering what he should do he concentrated images appearing. Every image that had nothing to do with his current task he discarded after several minutes of searching he found it. Lion-o stood in front of an anvil a hammer in hand and he struck a glow pure gold object. Every strike sent sparks that danced then vanished into smoke. Naruto instantly recognized the object. It was the Gauntlet of Omens. The Gauntlet served as a sheathe sheath for the Sword of Omens. The gauntlet itself was dangerous a powerful offensive and defensive tool. The true power of the Gauntlet had yet to be tested but it was for more than just decoration. It was then that the forger of the gauntlet handed it to Lion-o the sword already in the specially made sheath. Lion-o pulled it out looking at the rather tiny blade however this was not its true form. It needed one last piece and it was ready._

"_The Sword of Omens,"_

"_Hewn from the same enchanted metal as Mumm-ra's sword and gauntlet… I'm worried it's a bit, short…" The lieutenant said._

"_That will change when I join it with the Eye of Thundera, let's go," Lion-o said and with that he and the lieutenant left. Naruto closed the view and he knew what he had to do._

_**-Holding Cells-**_

_Naruto walked to the cage containing the fox's and he looked and round, spreading his senses. No one was there. He stood there not knowing what to think he looked at the form of his mother. 'Why is my mother here? How can she look so… unchanged after landing on 3__rd__ Earth? It was then he chuckled slightly forgetting his races longevity his mother could've lived for a thousand years and look to be in her 30's. But if his mother was here then his father would be here too. The question is… who it was. It was then that words long ago suddenly dredged into his thought. 'Ah I see… you're his brat… you look just like you're father. I didn't think that she would've made the journey on her own, but she has proven me wrong before…' Naruto paused 'just like his father.' Naruto couldn't believe what he was about to consider and possibly affirm. So far there was only one kitsune he had seen with golden fur, blue eyes, and a mess of hair. "I'm… my father?" if what he said was true then his father once committed horrible deeds willingly with Madara. He shook his head he could work that out later. He walked forward and opened the field partially. Kushina who had been sitting talking to a vixen stood up and walked to Minato. "What do you want?" She asked._

"_Listen Leo is planning to start a coup but he can't do it alone, do you remember your elemental arts?" Naruto asked in a hush tone not wanting to draw unwelcome visitors._

"_Yes…" Kushina said._

"_Good while I help Leo I need whoever can fight ready to take on the Yako,"_

"_Ok that's fine and all but when is this coup of yours,"_

"_It's gonna start soon so I need someone to come with me to watch my back while I help Lion-o," Kushina stared at him silent then she nodded._

"_I'll go,"_

"_No, I need…"_

"_A reality check if you think I trust you with one of my own," Kushina said, he looked at her surprised by this determination._

'_I wonder how they got together to have me…' Naruto wondered. "All right come with me but be very careful." Naruto said. Kushina walked out and turned to her people she gestured and a young vixen came forward. She had markings on her cheeks like arrow heads._

"_Make sure that our best fighters are ready to attack keep whatever magic wielders protected." Kushina said, the vixen nodded and grabbed Kushina's hand._

"_Be safe," She said._

"_You as well Hana," Kushina said, the moment the name Hana was said Naruto grabbed his head he saw a kitsune covered in flames walking to a hooded figure he had the same markings on his face and he seemed to be powerfully built. He looked back at two vixens with the same face markings then back to the hooded figure. Naruto gasped as he was brought to reality clutching his head. "You ok, I don't have to knock you back to reality do I?" She asked a rather wry smile on her lips._

"_No… let's go," Naruto said and he closed the shield and walked to a shadowy corner, he continued walking melding his body with the darkness. "Become one with the shadow will your body into darkness." Naruto said and Kushina grabbed his hand tightly he was with the shadow and Kushina followed easily. Naruto walked forward his mind thinking of the name and the vixen. "Hana… that woman… why does she sound familiar…" Naruto asked._

"_You should know her... since you and your master sacrificed her brother for that damn sword of his..." Kushina snarled_

_"I see... I am sorry..." Naruto said he felt a pang of guilt as his father did. _

_"Yeah... Like I believe that... as far I can tell you're as bad as Madara, only wanting power to further your gains..." Kushina growled Naruto narrowed his eyes as a frustration grew in him._

_"What happened to make you distrust me so much...?" Naruto asked._

_"Aside from everything? There is a lot to that list... but mainly the fact that you sacrificed Tsunade as well... She was my sensei... and you had her butchered for that sword of Elements." Naruto remembered the light spirit of the sword she didn't seem mangled or even angry. It was then that he caught what she said and he stopped. _

_"Wait... the Sword of Elements... you mean to tell me that the elemental spirit that resides in the sword used to be a person?" Even as he said the words he didn't feel his mouth say them or voice._

_"Wait... you didn't know?" she asked, grabbed his head flashes of Madara presenting the Sword of Elements, showing Minato really didn't know the origin of the sword._

_"No... Mina... I mean I had originally thought they were just captured elemental spirits..." _

_"You... You're not lying, are you... I thought you knew... especially since Tsunade-Sensei was your mother..." Naruto's eyes widened at that... the spirit of light that resided within his sword today was actually his biological grandmother... _

_"W-What did you say...?" At that moment, Naruto now felt incredible rage toward Madara more than he ever had before._

_"You... you mean you didn't even know about that?" Her eyes were wide with a shocked horror. _

_"As I said... Madara told me they were just Elemental spirits..." Naruto said he felt hot, and his free hand clenched the fingernails digging and blood spilling. "Madara…" He couldn't feel the darkness start to form in him start to take his features. His teeth bared extended, his eyes turned red, his fur rippled and his growl guttural._

"_Stop it!" He blinked and saw Kushina staring at him. "Don't… don't do this, don't be like him… I-…" She released his hand. "I am sorry I misjudged you, I… I'm sorry." Naruto looked at the vixen that would become his mother. He felt… relief._

"_Minato…" Naruto straightened Madara's voice. "Minato come… the time is nigh," He looked at Kushina._

"_Stay here and don't move," he said in a hushed voice._

"_What's the plan?"_

"_I'm gonna go to Madara let his guard down he's planning on ambushing Mumm-ra when he's weak in his confidence I can get the Sword of Elements and fight him. When I get the sword we'll take him on together ok?"_

"_Ok, I'll be waiting, I can move through this world without your help." Kushina said, Naruto nodded and turned to leave but stopped when he felt her hand grab his. "Good luck," She said looking at him, he turned and nodded then she released his hand and headed toward where Madara was. Madara was perched in the shadows above Mumm-ra and Leo, Leo with the Sword of Omens in hand and the Gauntlet in the other._

"…_and I have the other three!" Mumm-ra said raising his own gauntlet, Naruto walked to Madara who didn't even glance at him._

"_Look at him, so proud of his power true the three stones are among most powerful weapons in existence but their power lies in other fields besides combat." Madara said, Naruto looked and he saw the stones, one blue one that gave a high-pitched hum, a green one that warbled, and a red one that rang faintly. "However the War Stone was made for one purpose and one purpose alone… battle," Madara said a slight sneer on his face. Naruto looked behind him at the wall and he could see Kushina's green eyes in the darkness and he walked to Madara. Making sure to stay on the opposite side of the blade to not raise suspicion, "Now my student comes the hardest part of this plan, our patience is to be tested." Madara crouched ready to spring Naruto also crouching and they watched Leo and Mumm-ra ready themselves for battle. Mumm-ra grabbed his sword which grew and became a double-ended blade he spun it rapidly then brought it down on the ground where purple lightning sparked and flew toward Leo. He raised the gauntlet to block it, its power however could not be denied as he was sent backward. Mumm-ra raised the sword ready to battle as Leo got up and charged. The weapons clashed as Mumm-ra blocked a swipe with the sword purple and blue lightning cracking. Leo then began to attack slashing at Mumm-ra each slash dispelling the purple lightning till only the blue lightning shone and even slammed into Mumm-ra with each strike tendrils curling around and behind his body._

_Leo then raised the Sword of Omens pointing the Eye of Thundera at Mumm-ra where red energy sparked then burst out from the sword in a wave. Mumm-ra raised his gauntlet to block the attack he grunted as the powerful beam pushed him back then the green stone embedded into his gauntlet separated and flew into the air. Mumm-ra gasped as Leo caught the stone and he rolled onto the ground. "Stripped of your stones you'll be nothing more than a withered sack of bones!" Leo growled. _

"_Rrraaaah! The two I still have will be more than enough to defeat you!" Mumm-ra snarled and he rose into the air lightning crackling around his body. Naruto and Madara watched as Mumm-ra began to transform. From the gauntlet the two remaining stones glowed with purple energy and sparked then from it electricity began to go over Mumm-ra's body. As it passed armor appeared first skin tight then as it got to his shoulders, chest and head large metal pieces clanked into place. The lightning even affected his wings, layering them with metal and wiring that clinked as he opened them. Mumm-ra stood in armor with skull-like metal pieces and a helmet of a strange mystical metal shaped like a great bat's head. Mummra was enormous now at least 9 feet tall. "Perhaps I have underestimated you Leo but not as drastically as you have underestimated me! I can harness the powers of these stones in ways you can only dream of!" Mumm-ra shouted._

"_Just when I thought I was winning," Leo said, from his back Mumm-ra shot a giant bolt of purple lightning Leo raised the Sword of Omens to block it but not even it could withstand the force and Leo was nearly pushed off the edge of the platform._

"_Your rebellion is over Leo!" Mumm-ra declared triumph clear in his voice._

_Naruto bit his lip, 'Hold on Leo, you can win this…' he thought silently he flicked his gaze to Madara. Naruto could see Madara move and Naruto knew that it was nearly time he shuffled back silently so much so not even he heard himself he had a clear view of scabbard to the Sword of Elements. 'Just make your move… I'll have this off of you in a second!' Naruto thought his hands raised ready to strike. At the platform Leo climbed back up his arm and chest charred slightly and blood dripping from his shoulder._

"_I'm not done yet," Leo said and he swung the sword slightly at the ground blue lightning crackling. Then he ran forward Mumm-ra also moving and the two clashed their blades sparking against each other. Leo roared the Eye of Thundera reacting to his will a powerful beam of red light emitting slamming into Mumm-ra's chest and sending him flying into the pit he screamed an outrage. Madara stood._

"_Go!" He shouted and he moved to jump only for him to jerk then fall forward he turned and reached for the Sword of Elements but felt air. He looked down then up to see Naruto holding the scabbared, "You… traitor!" Madara roared and his tails sunk into the shadow and he swung forward toward Naruto. Suddenly Kushina appeared in her hand was a staff, she gave a thrust slamming the pole end into Madara's neck making him choke._

"_Use the sword!" She shouted she gave a cry as Madara appeared behind her. Naruto grabbed the handle and his vision turned white._

_**-?-**_

_**Naruto blinked, he was in a world of white… "Where am I?" Suddenly a he saw glowing stones of different colors, red, blue, white, brown, green, and black.**_

"_**Are you the new master of the Sword of Elements?" Said the blue stone it's voice echoing, no clear male or female tone.**_

"_**I… guess so, what is this why am I here?" Naruto asked.**_

"_**Hmm, you are here for us to judge whether or not you are worthy to wield us." Said the brown stone, "As such I cannot allow you to wield my power," The brown stone said.**_

"_**Wait what can-" But even as he tried to speak the stone vanished, "What happened?"**_

"_**The Sword of Elements is more than just a weapon it is a reflection of yourself, we represent the aspects that exists in all creatures. The earth spirit represents, solidness, steadfastness, essentially stability and patience. It appears you don't have those qualities." The red stone said.**_

"_**I cannot work with him either… nor will I no matter the reason." Said the black stone and it vanished.**_

"_**Look I need your help, my friend is in danger and I need the strength to be able to fight Madara and Mumm-ra can you help me? I don't need much just the strength needed to beat him!" Naruto said there was silence.**_

"_**You are fighting… why?" the white stone asked.**_

"_**Does it matter?" Naruto snapped.**_

"_**Yes it does…" The white stone replied just as snappily.**_

"…_**For what I believe in… what I always believed in, good, justice, freedom, and love. I only want to help those that need it and to make people smile when they are sad. I thought that's what I had been doing with Madara… but I was wrong for the sake of the animals and all life anywhere I will fight to right my wrongs." Naruto said, silence again.**_

"_**I will aid him," said the blue stone.**_

"_**As will I," said the red stone.**_

"_**An interesting individual I hope he's really serious," Said the green stone. Naruto turned to the white stone and looked at it carefully he could see a outline… very faint…**_

"…_**Very well I pledge my power to you, now go your friends need you," and with that the stones converged on Naruto and slammed into him.**_

_**-Real World-**_

_He felt himself stumble back into reality. He heard a crack of bones and he turned to see Kushina land on the ground blood coming from her mouth. "What the hell help me already!" Kushina said._

"_No… this whole time you… NO! I will not allow it." Madara shouted and he sunk into the shadows, Naruto turned and he held up the sword his anger boiling and the sword changed. It grew becoming as long as the Sword of Omen's but it was bright red and was broad with two blades both of which were ridged in the middle was stone of fire. A bastard sword, Naruto grabbed the blade and raised letting his anger fuel the swords power. Flames erupted Illuminating the darkness. Madara hissed and fell from the shadow. Naruto charged roaring at Madara's tails appeared suddenly and they extended toward Naruto. Naruto slashed at them but recoiled as they had hardened like steel. He blocked the tirade of attacks and swung the blade expertly with one hand. He twirled it forward whipping it around his back and grabbing it with two hands flames emerged and he stabbed at the ground with the sword. The stone flashed and red flames erupted around Naruto in a protective pillar. The tails slunk back and Naruto grabbed the sword and pulled it out. Madara stood there Naruto grabbed the sword in his hand he could feel it's power flow through him and he concentrated that power to his and a ball of flame forming he drew his fist back and punched. A fist made of fire shot forward Madara raised his hands up the first of fire slammed into him knocking him off the perch and into the pit where Mumm-ra had fallen. Naruto looked at Kushina._

"_You all right?" he asked._

"_Yeah… hurry!" She said, "I'll head back with the other's to fight the Yako get the cell doors open!" She stood up and shook her head then she slunk into the shadows. Naruto looked down to see Leo typing into the control panel. Naruto crouched the jumped catapulting into the air. He flew through the air and landed on the platform he went to Leo, "Leo nice job with Mumm-ra," Naruto said._

"_I don't think it's over, help me with this we need the other animals to win this," Leo said._

"_Got it," Naruto switched the sword into his left hand and tapped at the controls with his right. After some working a screen appeared showing the cell doors fading the animals inside stepped out hesitantly. "They're out," Naruto said. His ears twitched and he went to the edge of the pit where Mumm-ra was quickly ascending. "I'll cover you get them on our side!" Naruto shouted. He closed his eyes, and concentrated emptying his mind becoming free of thought care and concern. The Sword of Elements shifted the blade elongating but becoming thin, double-edged and a razor sharp point at the handle was an elaborate guard that looked like sweeping winds. The stone of wind was glittering just above the guard small but shining with brilliance. The Sword of Wind was in his hand now. He raised the blade focusing a small tornado conjuring at the tip he saw Mumm-ra. He thrusted the blade forward and the tornado flew toward Mumm-ra who snarled and raised his sword the tornado made contact and then it erupted into a ball of wind around Mumm-ra who looked left and right. Then from inside the ball sharp blades of wind began to hack away at his armor. Naruto smirked but it faded as it saw no damage was being done. "Dammit."_

_Mumm-ra raised the stone imbued gauntlet and purple lightning blew the air stone away. Naruto gritted his teeth, "UNITE OR FALL!" He heard Leo shout Images of the prisoners cheering and attack Yako and Mumm-ra loyal cats alike. The images faded as a black form shot up and hovered in the air._

"_No you don't!" Naruto jabbed forward with the sword a small ball of wind shooting at Madara who raised a hand and slapped it away. Naruto had gotten to Leo's side and the two stood there as Madara floated down next to Mumm-ra who appeared on the platform. It was then that Naruto noticed that Madara had weapons. On his back was a large fan not an ordinary fan this one had two circles attached to send more wind through. At his waist was the hilt of a blade and on the left side of his hip was a small scythe like blade. Naruto blinked, a war fan, a katana, and a kusari-gama all deadly weapons in their own rights._

"_I see you're pupil has also joined this pointless rebellion." Mumm-ra said._

"_Indeed he has my lord." Madara said, Naruto gritted his teeth in anger._

"_You two believe that you've freed them but you have only doomed them to death with your rebellion!" Mumm-ra thrusted his sword forward purple lightning arcing at the two Lion-o jumped and flipped backwards while Naruto rolled out of the way. Madara vanished and appeared before Naruto._

"_You cannot stop us and when we are through with you, you will be executed along with the rest of those animals!" His hand shot out to grab Naruto who brought the blade between them and Madara retracted his hand and jumped back as a gust of wind suddenly appeared slashing at Madara._

"_First off they are not fighting for either me or Minato they are fighting for themselves!" Leo stood his sword in hand. Mumm-ra blasted Leo again this one hitting sending Leo flying. Mummra then grabbed Leo by his gauntlet and threw him Leo slammed into a wall painfully. He lay there as Madara chuckled then a tail appeared and headed for Naruto. Naruto slashed at it knocking it aside only for another tail to slam into his stomach he felt it spin drilling into his stomach he coughed blood and was sent flying high he landed on the ground with a loud crunch._

"_Pathetic, you two are no match for us." Madara said, Naruto heard the sound of metal leaving a sheathe and he looked up to see Madara standing with a large single-edged blade a katana._

"_Even if you had our power you wouldn't know how to use it!" Mumm-ra taunted Leo sat up looking at Mumm-ra with hate his gaze on the two stones in the gauntlet. His eyes widened, in the gauntlet… he grabbed the green stone in his other hand._

"_Maybe not but I just figured out this gauntlet holds more than my sword!" And he placed the stone on the gauntlet. The stone shone and began to merge into the gauntlet. As it did it shone with power and Naruto watched as the gauntlet began to create armor for Leo like Mumm-ra's gauntlet had. Golden metal shone as the armor formed on Leo, the armor with a distinct Lion like plating. Naruto looked as golden lightning cracked around the armored Leo, his body coated in the Armor of Omens. "A light to end the darkness." With that the two armored being leaped at each other. Naruto smiled and stood up blood pouring from a wound in his head._

"_You underestimate us both badly, and even if we fail to defeat you others will rise to take the challenge! Besides we won't give up… because we are united and with unity comes strength!" Naruto shouted the Sword of Wind morphed it retained its length but gained width the top of the blade curving, the guard melting away and becoming a dark blue cotton wrapped handle. Naruto raised the sword as he did the sword clicked then began to separate becoming a chain. This was the Sword of Water a chain whip sword. The stone of water glittered at the bottom of the hilt._

"_Well then let me show you why you cannot win, in order to use what limited elements you can you need the Sword of Elements I however… DO NOT!" Madara held his hands apart dark power emanating from him and the platform rumbled Madara roared as from behind a large black tail appeared, when it had Madara smirked and a third eye opened vertically on his forehead. "I can utilize the power of the elements as I please!" He shouted and he held up both hands and a ball of fire forming in one and a ball of water the other. He threw the water ball and fire ball at Naruto. Naruto spun raising and lowering the handle and the sword made a protective barrier of blades. When the water ball touched the chain it stuck fast then Naruto came out of the spin and the sword linked together and he slashed at the fireball sending the water ball at it. The two elements clashed exploding into steam and smoke. Suddenly a great gust of wind blew the smoke back and Naruto held up the Sword of Water morphing it into the Sword of Wind and he slashed at the wind cutting it in half while throwing a blade of wind at Madara. Madara raised his battle fan and he quickly batted the wind blade away. Suddenly the fan glowed and Naruto watched as a outline of the fan appeared. Madara raised the fan and swung down Naruto switched to the Sword of Fire and he gave a horizontal slash at the ground from the slash a large wall of fire erupted. The fan and the wall of fire clashed. Naruto took that chance to spin the blade and as he did flames crackled._

_The wall of flames then gave out but just in time as a spiraling flame erupted from the blade and slammed into the wall. Naruto spun the blade his hands a blur. Madara gritted his teeth unable to conceive that his pupil was able to use this much power! He threw the power of his tails behind him increasing the size of the energy fan. Naruto felt his body get pushed down as the force increased. He needed something more powerful and solid he was about to move when he sensed the ground shake he looked and jumped back in time to avoid a sharp spike of stone shoot at his chest. But it caused the fan to fall. Naruto curled into a ball his tails wrapping around him. The fan smashed the ground creating a cloud of dust. Madara pulled the fan up the energy version fading away he slotted the fan into his back and watched the dust clear. There was nothing save a hole on the ground. "Nice try my foolish pupil," Madara said, he looked around noticing that Mumm-ra and Leo were not around. What had happened, he was so engrossed with their battle that he hadn't noticed that Mumm-ra and Leo were now floating in space battling. Madara turned to a hole, "It seems as if- GAHHH!" Madara felt something slam into his cheek and he was sent flying the fan catching on the ground as he rolled onto his side then his back it snapped catapulting Madara into the far wall where he was embedded. He growled and he pulled himself off. A wind blew and Madara walked forward small gusts of wind supporting him. Minato/Naruto stood his body wreathed in light his fur glowing pure white in his hand the Sword of Light shone._

"_Finally I get to punch your face in… and just so you know that was for lying to me," Naruto said, he held the blade up and it morphed into the Sword of Water, as it did his fur turned light blue and water began to drop from his fur. He swung and the chain sword shot toward Madara but instead of going straight it zig-zagged in an arc like a wave. Madara grabbed the kusari-gama from is waist and sent the weight end to the sword. The sword curved around then wrapped around the chain. Madara was so surprised he forgot to release his grip as Naruto jerked the sword toward him. Madara flew forward and The chain sword released then went back to the blade form as it morphed into the Sword of Fire. His fur became bright red flames licking at the tips of hair, and smoke emitting from his body. His arms had grown becoming massive like gorilla arms. Naruto raised a hand, clenching it into a fist that erupted with flames. He threw it forward fire blazing around it and punched Madara square in the face. Madara felt the strength of the punch as it dug in, then it pushed forward sending him rolling into the ground he slammed his face into the edge of the platform. Madara lay there for a minute then the ground rumbled. Naruto knew what was coming and the Sword of Fire became the Sword of Wind. He jumped into the air, his fur extending and becoming a pure green color, his ears had small feather-like attachments and his tails became covered in white and green feathers. He floated in the air as rock spikes shot up at him he floated away dodging the rocks._

_Madara pulled himself up and he glared at Naruto with pure raw anger. His normally handsome face was utterly ruined, bloody, cut up, with one eye closed to prevent blood from spilling in. "YOU LITTLE SLIME!" He roared and the tenth tail glowed and Madara was wreathed in darkness becoming a black shape with one normal eye open and the third eye shining the room then suddenly became dark as the black shape suddenly spread out. Naruto found himself to be floating in pure black. He looked around trying to find Madara when he felt something slam into his back he grunted as he felt his bones crack and he swung around only to find nothing there. "A weakness of that form is that your bones become hollow I could flick you with my finger and your bones would shatter like glass!" Madara's voice sounded. Naruto flew down to where he thought ground was but found nothing "HA HA, where is solid ground I wonder?" Madara gloated and Naruto felt a hand grab his left arm and squeezed Naruto screamed as his bones were destroyed his arm became limp. Thankfully the Sword of Wind was in his right hand but he had to do something otherwise he was a goner. Naruto switched to the Sword of Light and he began to fall but as he did he focused all his energies into the sword._

"_Let's turn on the light!" Naruto shouted and he weakly raised the sword up the stone glittered then shone with bright light. Madara screamed in pain as light cleared the darkness and Madara who had been floating began to fall. Naruto could see he was falling in the pit. He switched to the Sword of Wind and created a wind step. He stood on it then crouched the rocketed up switching to the Sword of Light at the last possible second and he soared up and his head slammed into Madara's back as Madara clutched at his eyes. Madara felt his spine bend and even heard a slight crack as Naruto rocketed upward. Madara felt a stinging pain in his chest and he coughed blood. Naruto saw the plat form and painfully he turned his body his feet planting on Madara's back and kicking off it Madara flew into the ceiling while Naruto went to the platform he landed on it painfully and he felt his strength was drained. "Dammit the Light Burst really takes it out of me," Naruto panted. He heard a crash and he looked to see Madara in the ceiling. Naruto coughed again blood mixing with station then shook as Mumm-ra smashed in from the wall. He collided into the platform and landed on steps Leo came in, still wearing the Armor of Omens. He walked to Mumm-ra and pointed the Sword of Omens at Mumm-ra a large blue lightning bolt shot out and hit Mumm-ra's gauntlet knocking the two stones loose._

"_The stones, NO!" Mumm-ra shouted the red stone floating in the air gently with what looked like two energy rings around and the blue stone a crystal with a white glowing stone. Even as Mumm-ra reached for them purple smoke erupted from his body his groaning moans signify his weakening strength. Naruto stood up, he cried out as he felt his broken arm scream with pain. He dropped the sword and grabbed his arm and he fell to his knees. He heard footsteps and looked up to see Leo but instead saw Kushina._

"_You're hurt! Hold still," She stood there and held out her hand and closed her eyes. Her hands glowed with white light then she held them over his arm. Naruto grunted as he felt the bones jerk back into place even hearing the light cracking of them as the pieces became whole again. His wounds faded on his arm and spread from there to his chest. His injures were no longer a worry. The glow from her hands faded and she sighed and fell forward Naruto caught her gently and he held her up as he stood. He felt something in him that was both his and not his, love._

"_Hey… thanks…" He said, he felt her head move and she pushed herself up weakly._

"_You know… it'll take more than that to win me over." She said._

"_Well I hope I can… I intend to make up for all of my crimes…" He said._

"_Heh, I hope so… he's not dead yet is he?" Kushina said._

"_No… but I'll make sure he is," Naruto said, he looked at her and saw that she had regained her strength. He let her stand and he reached down and grabbed the Sword of Elements which had reverted to its neutral form when it left his hand. His mind drifting to the elements there was something he wanted to try, he closed his eyes thinking. As he did an image arrived in his mind and he watched as a kitsune held a ball of wind, while another held a ball of fire. The two looked at each other then they brought the balls together and the two elements mixed and then... "Let's see… the power of thunder… is the fire of the sky…" Naruto said and he held the sword with both hand and it began to glow. From above Madara had pried himself off the ceiling rage filling his being blinding him to what was going on below. Naruto felt the sword change as it began to merge two elements together. The sheer power was shaking the very air causing Leo, who had grabbed the stones to turn. He watched as lightning crackled around Naruto's body then there was a flash brief but intense. When it had faded Naruto stood his fur a maroon color, it stood up and with each strand of fur electricity jumped from one tip of hair to the other. His the corner of his eyes even crackled and the sword in his hand was a single edged sword but the blade was ridged in a unique way, serrated. He looked at Madara he felt a calm but intense anger in him as the calmness and carefreeness of wind came out but the explosive anger of fire dwelled within. He held up the sword with one hand then placed another on it._

"_Leo isn't the only one who can make thunder roar," Naruto said, he drew the sword back as if it was a katana in a scabbard. The blade crackled and sparked, "This is the end for you Madara." The blade then began to throb with electricity and even ring as it glowed sparks dancing from it onto the ground._

_Above Madara flew down his face contorted with rage as he spoke. "CURSE YOU, CURSE YOU, TRAITOR, OATHBREAKER, FOOL, IMPUDENT, DISHONORABLE WRTECH!" Naruto narrowed his eyes. _

"_Take this and die Madara!" He shouted and he slashed a giant bolt of lightning a mix of blue, purple, and even red shot out and slammed into Madara. They watched as it slammed into his stomach then it began to turn him and it carried him around the room and then into a door that opened and it erupted into a ball of thunder. The electricity slammed into the wall and the power modules in it. Activating and supercharging the UV lights inside. The lights giving off a brightness that could out do the sun Madara gave a screeching howl and he tried to find the power button to shut them off clawing blindly. Even as he turned and twisted his skin suddenly burst into flames the light burning into Madara's flesh._

"_Minato damn you, damn you," As he clawed he heard a hiss and he realized what was going to happen. The doors would overload and when they did the door would be shut from the inside he opened an eye only for it to be blinded by raw light. He shut it, "Minato when I get out of here I will hunt you and your your vixen down! I will not rest till you both are dead at my feet! I will kill you!" that was the last of Madara as the doors slammed shut._

_Naruto sighed and he shifted out of his thunder form. "Hopefully that's the end of him," but in his heart Naruto knew it wasn't as Madara had come back… he was destined to come back. He turned to look at Leo._

"_Nice job there," Naruto grinned._

"_Didn't do too bad yourself,"_

"_Well I had help," he then held up his clenched hand where both stones were. He slotted one then the other the gauntlet shimmered and began radiating golden light. He held up his gauntlet animals had below and at the door so of the platform. The lieutenant walked up to Leo looking down at him and Naruto._

"_You two have just accomplished the impossible However their merriment was short lived as the ship suddenly shook the battle between Leo and Mumm-ra had severely damaged the ship also outside the planet was crackling with energy. The lieutenant ran to the diagnostics console putting it up. "The ships instrusments are going crazy some kind magnetic storm is fighting the gravity of one this planet's moons We're on crash course for…"_

"_3__rd__ Earth," Leo said his on the display. Mumm-ra chuckled and they all turned to him seeing the smug smirk on his wretched face._

"_Yours is but a fleeting victory I will live long enough to collect what's __**mine**__," he snarled and he walked forward to a pod. Leo realizing what was going to happen ran Naruto quickly passing him but the pod doors and closed the minute that Naruto had jumped sword in hand ready to stab. The Sword of Light clashed with the pod doors but it bounced back making him fall to the ground in surprise. He got to his feet._

"_That's some strong metal there's not even a dent on it," he said._

"_If we can't pry it open let's make sure he can't either!" The Liutenant said and she smashed her hand on a control panel destroying the control chip. The animals cheered believing that Mumm-ra was now trapped for all time. However the ship rumbled reminding them they weren't out of danger. Leo, Naruto, Kushina and the lieutenant stood at a window looking as the ship drew closer to 3__rd__ Earth." What do we do," the lieutenant asked._

"_Brace for impact," Leo said._

"_And hope for the best," Naruto finished, the Lieutenant kissed Lion-o even as the ship hurtled down, Naruto felt Kushina's hand grab his and squeeze it comfortingly he smiled and pulled her into a hug… she didn't resist._

_-The Book of Omens-_

_Naruto grunted as he felt his father brace the impact then it was gone. He blinked and looked around he was back in the Book of Omens. "What happened," he looked around._

"_The books records were damaged when Mumm-ra's ship crashed however you need not know the details. Of what followed you already know, Madara somehow survived, and with him Mumm-ra was released again." Kushina said._

"_Yeah… anyway I know what Madara's goal is… but… where are the other Elements? Also the stones are useless without the sword right so why go after them?" Naruto asked._

"_When the ship landed your father kept the Sword of Elements whole however in the decades spent on 3__rd__ Earth he made special spells where the elements could be released to if he needed to separate the Sword of Elements to prevent them from falling into the wrong hands. However that was years ago where they are I have no idea; he didn't want anybody to know in case something happened to him. Also the stones don't need the Sword of Elements to work. The Sword of Elements is a channel per say, the stones contains great power but only the Sword of Elements can utilize their full power effectively. It is possible for a kitsune possessing their elemental power to use the stone to enhance their own. while a Kitsune cannot use the Element stone that isn't their affinity, they can use it to strengthen their own element, and/or combine and use the two elements to access the complex elements." Kushina said._

"_I see… were the stones in the Sword of Elements… the spirits, were they really Kitsune once?" Naruto asked._

"_Yes… Kitsune who were the pure embodiment of their element, something that hasn't happened in centuries it's possible to become like they were but you must devote your entire being toward that element and its nature." Kushina said, "I would tell you who the elements are but now is not the time, you know what you must do… find the spirits and unite them with the Sword of Elements and stop Madara and Mumm-ra from finding the stones." Kushina said. Naruto nodded but then he saw his mother start to drift away._

"_Hey, wait there's one thing I want to know! Mom!" He tried to move to swim to her but instead he drifted further away._

_-The Tower of Omens-_

Naruto blinked as he saw, Tygra, Cheetarah, Panthro, Kit, Kat and Snarf gazing at him and Lion-o. "Are you two ok?" Panthro asked.

"Yeah," Naruto said.

"We know what to do now," Lion-o said.

"There's no time to waste, we have to get to the Thunder Tank now!" Naruto said pushing himself to his feet. "We'll explain when we're in the tank!" He said.

"Whoa slow down kid do you even know where you're going?" Panthro asked that stopped Naruto.

"No… ok fine we'll explain." Naruto said.

* * *

><p><em><strong>And with that Tower of Omens and Legacy are done... now comes a interesting part... you may already know what I'm talking about<strong>_


	6. Chapter 6

The Thundercats and the Spiritfoxes  
>Author: Silent Soul Ken<br>Rating: M  
>Reason: For violence, blood, future lemons, future nudity and language.<br>**A/N: Glad to see people are still watching this… in answer to a few you will see a few more Naruto characters in this chapter… and in future… you will see 2 more in here and in future… I won't say… :{P That's a moustache tongue by the way… Also the title will change to encompass the fact that the Kitsune aka spiritfoxes are not restricted to one element.**

**Chapter 6  
>Of Mice, Duelists, and Jackalopes<strong>

The sky was a clear blue the sun shining down on the forest near the Tower of Omens. In a small clearing of said forest the Thunder Tank sat. After Naruto's and Lion-o's journey into the past the other's had gotten themselves ready for the journey. With that the group set off to find the stones. Or rather they should have set off to find the stones. Tygra was inspired by the book being able to show the stones location. As such he began working on the Thunder Tank to integrate the book with the tank. Naruto and Panthro were going to assist but the proud tiger refused aid. Naruto though had to admit Tygra was very capable with machinery now. He would've told Tygra this… if he hadn't been with Lion-o searching for some supplies for the journey. "By the time you've rigged up the Book of Omens Mumm-ra will have conquered the planet!" Panthro said from the pilot chair.

"Never… rush… genius…!" Tygra said from below the control console the sound of whirring and tightening of bolts audible. Panthro raised a palm to his head shaking it as Tygra worked then Tygra got out and sat into the chair. "There fire it up!" He said. Panthro did igniting the engine. It roared and the Book of Omens began to display an image when the engine sputtered then died, as it did a massive explosion sounded and smoke billowed from the rear of the tank. "We're gonna be here a while," Tygra said.

"I hope Naruto and your brother are having better luck with supplies." Panthro said.

**-Naruto, Lion-o and Snarf-**

The three were sent out on a path to a village to gather supplies and if other items for in case they needed to stay the night. The evening sun bathed them in orange light Snarf was mewing as they walked. "Ugh I feel like we've been walking for hours," Naruto moaned.

"Well it's good exercise besides I think we've reached our destination." Lion-o said pointing ahead. Naruto stopped and looked at a large wall that seemed to be made of blades with an open gate, at the top of said gate crows nestled on a large skull symbol held in the middle with two blades and decoration. "I've heard of towns like this just never seen one."

"Yeah to think that one day you wanted to run away just to see them," Naruto said looking at Lion-o but Snarf had noticed the skull and giving a cry of terror he clutched Lion-o's leg.

"Relax we'll get what we need for the tank and we'll be gone." Lion-o said Naruto grinned, his ears twitched as a slight gust of wind blew.

"Think you could… lend a hand friend?" Both Naruto and Lion-o turned to the gate and looked around. "Over here," They turned and they saw a rabbit that seemed to be dangling from a sword like a bizarre flag. "I seem to of snagged myself… again…" the rabbit had a rather soft, uncaring type of voice as if what happened was nothing more than the result of nature or something that happened to him often. Naruto looked at the rabbit curiously. The rabbit wore brown slacks, with patches of cloth on the legging. A red vest was on his chest with a brown undershirt with large brown sleeves. His eyes were black orbs with a single white dot. Between his teeth was a reed twig; around his neck was an orange scarf. Naruto.

"Who are… what are you?" Lion-o asked.

"Just a drifter… I suppose…" Lion-o clambered up the wall of blades and pulled the rabbit off the sword he had snagged on. They watched as he glided down as if he weighed nothing more than a feather. He landed perfectly on the wooden fence next to the path and his clothes and body seemed to weigh something again as they all drooped to the ground. "Thanks for the assist…"

Naruto cocked his head in confusion. "Maybe you can return the favor, we're looking for supplies." Lion-o said.

"Find them somewhere else. This is a swordsmen town and they duel for keeps," He turned onto his back his arms behind his head. "Leave before it's too late," He turned his back to them resting his arms under his head. He quickly turned to face them, "Or don't I don't care." He said then turned his back on them again.

"We can handle ourselves just fine," Lion-o said pulling his Sword of Omens out. Naruto stood there silently observing the rabbit who chuckled.

"This town loves guys like you, running around with your 'fancy' sword thinking you can't lose." The drifter said, Lion-o smiled, "But you will… they all do," His smile faded, only to light up on his face again.

"This is more than just a fancy sword this is the Sword of Omens and with it I don't lose," Lion-o said.

"Lion-o…" Naruto began.

"Oh... and before you go...your friend might want to cover up his features... or don't… I don't care..." The drifter said his gaze falling on Naruto.

"Why's that?" Lion-o asked his stance shifting becoming aggressive.

"Foxes might be accepted... to a degree... but Spirit Foxes tend to attract the wrong type of attention... if you know what I mean... The Spirit foxes are not exactly well liked around here... not that I care either way..." There was stillness in the air, Naruto turned to the drifter and took a step forward shock in his features.

"Wait… what did you just call me?" Naruto asked, the Drifter turned his gaze to Naruto.

"Spirit fox... it's the other name used for Kitsune's... not that it matters much, since people rarily see them... especially now a days... anyway... I would suggest remaining inconspicuous... or don't... not that I care much either way..." Suddenly a draft blew in and with it the drifter floated away. Naruto stood there his eyes fixed where the drifter had been his mind a whirl.

"I'm gonna find some firewood…" He said.

"You're not gonna be spooked by what he said are you?" Lion-o asked turning to face Naruto, Naruto turned to Lion-o his face stern.

"Don't worry I'll be around I just… need some time to think," Naruto said, Lion-o stared at him silently then he nodded closing his eyes.

"…All right…" And with that the two parted.

**-Naruto-**

Naruto walked through the trees his katana drawn slashing at branches and catching them thoughtlessly. _'Spirit fox… is… is that what I am? Kitsune that word I thought it was another word for fox but… does this mean that I'm different somehow…? That I'm more than what I thought?'_ He tried to recall any memory of the word Spirit fox his mind drew nothing. As far as he and the people of Thundera knew he was your everyday fox, but now he might've been more. He slashed at a branch and was surprised when it didn't hold fast to anything. Frowning he turned to the tree, the tree was rather small with two knobbly branches, and in the trunk space were the multi-faceted holes of what looked like an insect hive. As if to prove that a low buzzing and clicking sounded. He stepped back as a small black swarm exited and buzzed angrily. Naruto watched them then he stood ready his hand on a katana hilt. The tree had moved the branches flexing as if they were fingers. Then the top of the tree began to groan loudly then Naruto saw parts of wood moving and a face appeared. The face had a mouth and nose and where eyes should've been were two glassy spots. The insects began to surround the tree forming into a coat of sorts. The tree looked at Naruto then it stood it was slightly taller than him by a foot.

"Hmmm a kitsune… haven't seen one in eons…" The tree said.

"What are you?" Naruto asked his grip on his katana loosening slightly.

"I'm a hive tree," the tree said, "As to who I am… my name is Shino, at least that's what the last person I met called me," the tree said.

"Ok… Shino what do you know about my people?" Naruto asked.

"I know quite a bit… but it isn't what I need to tell you," Shino said his head tilted to the side and he pointed a knobbly finger at the handle of the Sword of Elements Naruto stood there his fingers clenching into fists.

'_What does he mean it's not what he needs to tell me!? I want to know about myself who I am, what I am!'_ he clenched his hand into a fist _'I need to know I have a right to know!' _ he felt anger in him boiling he was ready to draw his sword and chop this 'Shino' into firewood! He blinked _'No' _he inhaled deeply, _'My lineage can wait, right now I need to find to stones,' _and he nodded his head shakily.

"What about the Sword of Elements?" Naruto asked.

"An element lies in your next path, one that is solid, strong, and reluctant to change. To change the unchangeable one must see one's past to understand why they became unchangeable." Shino said.

"Why would I have to change the unchangeable?" Naruto asked.

"The stones of the Sword of Elements are spirit bound in magic stone. As such to use their power with the sword you need their cooperation." Shino informed.

"But I've used the Sword of Light so many times!" Naruto said, it was then he remembered the kitsune in the Orb of Light Tsunade, he also remembered what his mother said.

'_I thought you knew she was your mother…'_ his eyes widened as he realized.

"She's… my grandmother." He said.

"I would not know but if this is true then it makes sense that you can use the Sword of Light…" Shino said the wood creaked as he turned his head. "Forgive me but I must go I have lingered here for too long." Shino said, Shino stood and as he did the insects began to fly into the hives.

"Wait how do I change the unchangeable?" Naruto asked.

"With patience and persistence..." the tree said and he walked away Naruto blinked and he saw nothing but still trees. He stood there then his ears twitched as he picked up the faint sounds of cheering. He looked to his left to see the wall of blades, and he dropped his firewood and headed for the wall.

**-Lion-o a few minutes earlier-**

Lion-o walked through the town his gaze roaming the village and its occupants true to the Drifters words there were swordsman here and there of various kinds. Some big and grizzled others lithe and mysterious. He saw a vendor, and he walked up to it the owner was a light red skinned creature with a large bulbous nose, and large forearms. After explaining his situation the owner grabbed some boxes and some bedrolls and placed them on the counter. Lion-o reached into pocket and pulled out a silver Thunderian shilling the owner grabbed it and looked at it. "A Thunderian shilling eh; I'm afraid we don't deal with antiques!" He said and tossed the money back to a surprised Lion-o.

"Thunderian coins were once the most prized in the land!" Lion-o said.

"And now they're relics of a fallen empire,"

"What am I supposed to do about money?" Lion-o asked.

"I might have an idea," A squeaky voice from behind said. Lion-o turned and saw no one. "Down here big guy!" The voice said. Lion-o looked down and nearly gave a start of surprise. Standing there was a mouse the mouse a light brown fur with large ears, large black eyes and her hair done into 2 buns. She had a rather round face that was smiling her many mouse teeth showing. She wore a strange outfit with what appeared be silk battle clothes the arms and sleeves had embroidery that glistened like gold, she had thin leggings also with embroidery. "Name's Tenten, best way to make cash here is the sword competition!" The mouse pointed left and Lion-o turned to see various swordsmen gathered around a giant boulder. The boulder had many cuts and gashes on it. Lion-o watched as a swordsman stood then slashed at the sword creating a gash the crowd cheered. Lion-o instantly knew what he needed to do; he grabbed his sword and held it up. Tenten's eyes fixed on the sword the large eyes following the blade her fingers twitched.

"Wanna bet they've never seen a sword like this?" Lion-o asked them both and he walked to the stone and crowd.

Naruto leapt onto a roof top and he stood there observing the scenery below. He saw figures gathered around a large stone, and his eyes roamed the crowd observing the many creatures below. He blinked in surprise when he saw Lion-o there. He then turned his gaze to the stone where a dog had walked clothed heavily with wraps and belts. He reached for his back where a large scabbard held a sword and pulled the blade out. Naruto whistled as he saw the single-edged greatsword. "Come to see the competition Spirit Fox…?" said a lazy drawl. Naruto turned to see the Drifter behind him.

"You really are a curious one to be able to use the wind as such." Naruto said.

"Hmmm not sure if that's a compliment or an insult… not that I care," the Drifter said, "You understand what's going on?"

"Yes," Naruto turned to see the dog had slashed at the rock and left a wide cut "Simple you make a cut into the rock as deep or as long as you can and the deepest or longest wins… money..." Naruto now understood what was happening. "If that's the case then this is Lion-o's win," Naruto said, the dog had slashed at the sword and a small yellow creature with small arms ran forward and he measured the cut.

"Hmm and here I was thinking you had more sense than him…" Naruto turned to the Drifter.

"Lion-o's a good swordfighter, and the Sword of Omens has few equals however he still has ways to go to be a true swordmaster. Swords are items of power and as such can easily be ignored in a battle between two swordsman what makes a person strong isn't the weapon it's their skill." Naruto said.

"I stand corrected you do have more sense… you should tell your friend this so that way he doesn't end up with his pride hurt… or don't I don't care," A wind blew and the Drifter was carried off by it. Naruto watched him go then he turned back to the sword competition and saw Lion-o walking forward.

"Anything you'd like to say?" The yellow creature asked.

"You're all vying for second place," Lion-o shouted the crowd laughed. Lion-o drew the Sword of Omens and walked forward. He held it in front of him with both hands concentrating then he roared and slashed down. It seemed he had missed and the crowd laughed loudly as the Sword turned into its portable form and he sheathed the blade. The crowd's laughter faded as a cracking sound suddenly sounded, and then a long crack formed along the rock continuing to the top then the rock fell sliced cleanly in two.

"Show off," Naruto said, as the crowd cheered. Lion-o walked to the yellow man and the man held up a bag of money. Naruto smiled then his smile faded as his eyes caught a blur ramming into Lion-o sending him into the crowd. Naruto's eyes followed and he leaped from his spot.

Lion-o grunted and he rubbed his head he reached for the gauntlet and sword on his waist only to find them missing. He glanced to see the sword and gauntlet of omens were gone! "What the-!? Grrr," Lion-o's eyes scanned and he saw the gold of the gauntlet disappear into the crowd. He got up and ran forgetting the money.

**-In a forge-**

Tenten panted as she looked through a crack on the wall. She saw the lion run to where she last was and look around the area before running again. "Heh heh… sucker," She said she turned to her prize, the Sword and Gauntlet of Omens "The Sword of Omens… in my hand!" She grabbed the blade and pulled it from the gauntlet. She looked at the odd retracted blade, "That's funny I don't remember it being this small!"

"That's called stealing you know… and besides the sword won't work… not for you, it can only be wielded by those worthy to do so and you are anything but worthy." said a cool voice, Tenten jumped and looked around. She saw no one then a thump sounded behind her and she was about to turn when a hand grabbed her neck she felt the fingers grasp her pressure point freezing her. "That doesn't belong to you," Naruto said and he reached for the sword, unfortunately Tenten had control of her mouth and she opened it and bit down. Naruto's hand retracted and he squeezed the point knocking the mouse out. The sword clattered onto the ground, and Naruto turned to the wall, he kicked it down and saw Lion-o running back.

"Naruto my sword it's-"

"Right here," Naruto pointed at the ground where the sword was.

"Huh how did- wait a minute I know her!" Lion-o said pointing at the mouse.

"Really?"

"Yeah said her name was Tenten, she told me about the competition,"

"Speaking of which you need to collect your money,"

"Yeah you're right, what're you gonna do with her?"

"Don't worry about it." Lion-o looked at Naruto, "I won't hurt her, just give her a light chastising," Lion-o nodded and he walked back to the competition. Naruto looked at the mouse then he looked around he then turned back to the mouse his slitted eyes narrowing as he inhaled her scent he then raised his head and began to sniff. He found the scent easily and began to track it, eventually it lead him out of the forge and into a small clearing where a box filled with weapons sat. He looked at the box and walked over to it. He saw various weapons from spears, to glaives, swords, axes, hammers, and even a flail. "Question is how much of this is stolen," Naruto wondered.

"I didn't steal them! I earned them!" Tenten's squeaky voice sounded Naruto turned his head, she was still weakened by her pressure points but was filed with fire.

"Listen you little runt if there's anyone who knows a lie if he hears one it's me," Naruto said, "Let me guess you earned the Sword of Omens too?" Naruto asked.

"I… that's none of your business!"

"A kleptomaniac huh, never thought I'd see one here," Naruto said he reached for the box, "I wonder how many people have lost their weapons in the past few months." Naruto said the mouse glared at him silently.

"No one, I did earn the majority of those blades the rest… the rest I took from those already dead," The mouse said.

"Hmmm looter of the dead, that doesn't sit well with me either honestly however it is less worse than thievery," Naruto said, _'What should I do in a case like this, hand of forgiveness or retribution?'_ he closed his eyes considering the facts then he opened them. "You can keep your items do not try to steal the Sword of Omens again otherwise we go straight to the authorities next time," Naruto said.

"W-What but… thank you!" The mouse was bowing repeatedly.

"Again steal the Sword or even the Gauntlet of Omens and I'll turn you in," Naruto said, "See ya," Naruto said and he turned and jumped onto the roof of the building containing the forge then he walked away. Tenten observed him leave.

"He's a nice guy… for a fox that is," She said and she went to her box full of weapons and looked making sure each weapon was there. Tenten had been telling the truth for a mouse she was quite an accomplished swordswoman and had won most of her weapons from duels. A few of the weapons however she had taken from corpses of fallen warriors saying she would to continue using them in honor of their owner.

**-Naruto-**

Naruto jumped from rooftop to rooftop he found himself remembering his days in Thundera the silent watcher protecting the cats from other animals looking to hurt them for past crimes. His allegiance born from gratification of being taken in far outweighed his sense of reason… but he wasn't ashamed of it. He was proud that the cats had saved both his and his mother's life when they did. Even since he was born he was indebted to them. He paused in his jumping when he heard Lion-o's voice.

"Sorry but I already proved that I got the best sword," Lion-o said, Naruto looked at the quarry. A purple skinned man with red eyes and a black moustache and goatee, he wore surprisingly regal looking clothes and on his back was what looked like a shield with sword hilts and blades poking out. Naruto felt the hairs on the back of his neck stand up. This person was trouble Naruto's senses on people was rarely wrong. He jumped down and landed in front of Lion-o and the figure his hands on his katanas ready to strike.

"Lion-o get back," Naruto snarled Lion-o could see the raised fur and knew that Naruto was reacting to the man.

"Quite interesting you have a fox for a companion? Could explain why you're kingdom fell," The man said.

"Get out of my sight… otherwise I'll kill you," Naruto snarled.

"Hey there's no need for that, as for you if it wasn't for Naruto then I would be dead with the rest of my people." Lion-o said.

"Oh I would've thought it was your cowardice that saved you… pity it didn't save the previous owner of that sword." The man said.

"What was that?" Lion-o pushed Naruto aside growling.

"Fight me, winner takes all, it's as simple as that," The man said.

"You're on!" Lion-o hissed.

"The town square, high noon," The man said he turned and walked away.

"You sure got guts the Duelist is a legend in these parts," the red skinned man said.

"That's his name?" Naruto said.

"Mmm-hmm all those swords on his back trophies from past duels, once he finds a sword he wants he won't stop till his hunger has been slaked." The man explained.

"Whiskers," Lion-o whispered.

"This isn't good Lion-o, I'll try and see what I can dig up," Naruto said, "You need to practice," Lion-o turned to Naruto surprised.

"What? I got the Sword of Omens I don't need to-" Naruto put a hand on Lion-o's shoulder.

"Lion-o listen to me… the sword is just that… a sword do not see it as your means of victory," Naruto said he then turned and leaped up into the air landing on a ceiling.

"Huh I wasn't aware that foxes could jump that high," the red-skinned man said.

"Try not to overthink it," Lion-o said and he walked off to find someplace to train his sword technique.

**-Naruto-**

Naruto followed the Duelist from the buildings making sure to keep a good eye on the strange yet dangerous being. He saw people stand back from the man some even bowed their head slightly. He was known and respected but also feared. Naruto watched him, his ears twitched as he heard heavy footfalls and he turned his head to see Tenten running up to the Duelist. "H-Hey you're… whoo… the duelist right?" Tenten shouted, the Duelist stopped walking and turned to Tenten he looked at her his gaze was of mild amusement.

"Yes, I am…" he said he folded his arms over his chest and looked at her as she tried to catch her breath.

"I… whoo I need to work on my endurance… I challenge you to a duel! My best against yours!" Tenten shouted.

"Hmmm I have time to spare, very well," The Duelist said.

"Follow me," Tenten said.

"Oh no, well I can see it as a silver lining at least I'll know how he fights." Naruto said, he began to follow the two.

**-Lion-o-**

Lion-o swung his sword shouting with each swing he even practiced parrying with his gauntlet, Snarf sat on a pile of wood and mewed. "Run? I'm no coward Snarf besides someone needs to teach that guy a lesson!" Lion-o swung the sword. "He may be tough but nothing in his scabbard can beat the Sword of Omens!" Lion-o said confident in his weapon.

"There's that ego kicking in… mind helping me down?" Lion-o looked to see the Drifter dangling on a blade point.

"Drifter… I know what you're going to say I shouldn't have accepted his challenge." Lion-o said his voice oozing with venom.

"Why should I care what you do? You're the one going to lose his sword not me…" The Drifter said utterly calm with his situation.

"I can swing steel a lot better than you think," Lion-o said waving the sword a few times in emphasis.

"You could've fooled me with those skills… you couldn't even split this reed." The Drifter said raising a hand to the reed in his mouth Lion-o growled.

**-Naruto-**

Naruto watched as Tenten and the Duelist walked into her little hideaway. "I see you have quite the weapons," The duelist said, noticing the box.

"Yeah I'm a master of all of them!" Tenten said.

"I see… well then how does this sound since I am slightly pressed for time, my best against yours winner takes all you can use whatever you wish…" The duelist said, he drew two sword, one golden and elegantly made, the other a regular sword. Tenten smiled as she went to her box and rummaged through them.

"Mighty generous of you all right then I won't hold back!" Naruto watched as the mouse grabbed what appeared to be a large holster; she wrapped it onto her body. Naruto stroked his chin curious as to what was going to happen. He watched as the mouse began slot weapons onto the holster a hatchet, three throwing knives, two swords, a war hammer, a kusarigama and in her hand a halberd. Naruto rubbed his chin now curious, she stood up Naruto expected her to tilt to the side and stumble but she stood straight and true with no difficulty. He raised an eyebrow.

"I see you have the strength to hold those… but that is not what's tested here it's your skills." The Duelist said.

"Good point, ready yourself!" Tenten said grabbing the Halberd with both hands. Naruto nodded as he saw the hands grasping the handle perfectly spread a good two and a half feet from each other. Naruto's gaze fell to the Duelist. He was surprised to see the Duelist relaxing.

"Whenever you feel brave," He said, Tenten squeaked and she charged and she jabbed at the Duelist who easily evaded it. Naruto watched as she rooted herself one foot planting down to give her balance as she began a rapid series of thrusts. To the ordinary citizen this would've been too fast to see however a warrior would see the blade thrust forward pulled back then forward again. The Duelist however was neither intimidated nor impressed he dodged the flurry lazily. Tenten then turned a thrust into a low sweep. The Duelist blocked it with the golden sword Tenten grunted and she then pulled it back adjusting her grip and spinning so the back end swung at the Duelist. He ducked the blow and then he reversed the hold on his normal sword he dashed forward and slammed the pommel into her stomach. Tenten grunted but held her ground. She pulled the halberd to her intending to trap her foe but he ducked and used his blade smacked the halberd out of Tenten's hand.

Tenten however wasn't worried as she grabbed the hammer and pulled it out. The hammer was as big as a normal hammer and had a large curved head with spikes on the back the front a mass of metal in an orb. Tenten takes a swing at the Duelist, aiming for his leg to slow him down. The Duelist jumps back to avoid the swing, in which Tenten pursues, back swinging the hammer to not lose momentum, aiming this time for the Duelist's torso. The Duelist parries with his sword, detouring the blow to open air. Spotting that Tenten was open; he thrusts his blade to pierce her. Tenten, thinking quickly, twirls the hammer in her hand in a reverse grip, bring it down, striking the flat of the sword, the blade stabbing down into dirt between her mouse legs. She jumped back as the Duelist brought the sword up. "Whoo that was a close one," She said. She looked at the Duelist who seemed now irritated.

"What's the matter too fast for you?" He didn't respond and he held up his swords this farce had gone on long enough in his mind. He charged at her his blades raised Tenten readied to swing at him only for him to move to the side she turned but caught the sting of his sword smacking against her wrist causing her to drop the hammer. She jumped back avoiding a thrust and rubbed her hand. "That was dirty!" she said he raised the swords up crossing them.

"Combat has no rules," The Duelist replied and he charged at her Tenten reached for the hatchet on her side and threw it in one smooth motion. The Duelist knocked it aside, however it was enough as Tenten grabbed her twin blades and slashed at the duelist drawing them out easily. He jumped back as she held the swords confidently in front.

"Well let's see her skill," Naruto was curious, there weren't many dual sword users he was surprised that the Duelist was a practitioner. So far from what Naruto had seen the Duelist had good technique but he relied heavily on stabbing. Which wasn't bad it was a quick and decisive strike but it was easy to dodge almost pityingly so especially if you are expecting it. Naruto watched as Tenten then switched her hold on the blade holding on in a reverse grip the other forward. He was curious now. Reverse gripping blades was a clever but complicated and dangerous move. It allowed for more versatile combat especially with following up attacks however an unskilled user could hurt themselves more than the opponent. She looked at the Duelist who didn't seem to take note of the style change. Tenten charged forward slashing with the reverse grip a quick upward slice he stepped back then forward thinking he had an opening as she spun only to raise his sword block the thrust coming at him. "Not bad feinting using her momentum to attack again." Naruto nodded in approval. She then righted herself and charged again. The Duelist unsure of what to do met each strike trying to find an opening only to get forced back. Tenten was keeping a steady stream of attacks, counters, and feints to make sure that the Duelist didn't get her. However her move list was limited as Naruto saw her repeat attacks.

"Not good." The Duelist was also seeing the repeat and he waited looking for that millisecond opening. She slashed at his head spinning to bring her other sword to his face the reverse grip holding it perfectly to continue the attack he ducked lower and he did a rising jump his head smashing into her chin sending her up into the air her vision splitting. He knocked the swords out of her hands sending them clattering to the ground even as Tenten recovered grabbing her throwing knives throwing one and grasping the other in her hand. He moved to the side but the knife grazed his cheek and he gave a growl. He went on the offensive closing the distance his sword swinging now quick strikes that could easily lead into a trap. Tenten jumped back grabbing a weapon the Kusari-gama. Naruto put a hand to his chin a dangerous and unique weapon only a master could use this item without inflicting serious self-harm. Naruto remembered various attempts and failures using the weapon eventually he mastered the weapon. The weapon was unique it was designed to immobilize, pull, and eviscerate. The chain on the end had weight that was used to stun and enforce the chain to allow it to stay wrapped around the target. Then the user would pull the victim in and with the razor sharp scythe would begin to slice up the opponent. It was a deadly, simple to use but difficult to master weapon. Tenten had the chain out spinning the weight soon it was a solid object. She stood there watching the Duelist who observed the weapon dubiously.

"Heh, typical," Naruto muttered. The general reaction to the Kusari-gama was disbelief, laughter, incredulity, mockery, and anger. Tenten then threw the weight forward the Duelist raised an eyebrow but side-stepped it. Naruto knew that right now a master would have the perfect striking zone right there and by moving the chain to the Duelist wrapping it around him then pulling him in and ending it. But Tenten retracted the chain as she did however she threw the sickle forward. The Duelist flicked it aside with his sword, but then he ducked as the weight whipped around smashing through the building pillar!

"Don't underestimate this weapon!" Tenten said and she suddenly pulled on both then stepping forward she whipped it forward the sickle and weight coming toward the Duelist in a large swipe. He saw the attack and knew that he couldn't block it he ran forward and jumped over just in time to avoid the constricting chain and the deadly sickle. Tenten looked up and tried to pull back her weapon but she had no time as he came down his knee at her face she dropped it and reached for her hatchet at her waist. But it was too late. His knee hit her head knocking her down and out. Naruto put a hand on his head.

"Nice try I'll admit you have skill but you got a long way to go mouse girl," Naruto said, he then gave a 'tch' of annoyance as he realized he got very little of the Duelists fighting style but it was enough that he could warn Lion-o he turned ready to head to Lion-o when he came face to face with a face. He gave a cry of surprise and stepped back unfortunately it sent him hurtling to the ground. He landed with a hard thump his head bouncing on the floor he groaned in pain. He looked up through bleary eyes and saw a figure with long floppy ears looking down at him, red eyes glinting slightly. "Drifter?" the head vanished and footsteps sounded. He then felt a boot on his stomach pressing down hard.

"Hmmm I had a feeling I was being watched quite difficult to keep my true abilities under wraps but in the end it was worth it." Naruto grunted as the Duelist stamped on his chest then walked to the box. Naruto groaned and rolled onto his side. The Duelist grabbed the box and shouldered it and began to walk away. He walked past Tenten only to feel something grab him. He glanced down to see Tenten looking at him tears streaming down, he kicked it away and continue to walk. Naruto heard the Duelist walk away. Naruto focused his breathing allow the air to get back in and recover. He got to his feet slowly, carefully he then walked forward to Tenten who was sobbing silently.

"I… I'm done for… all those weapons… that I worked so hard to get. Now… I have to start all over," She whined, Naruto stood there not sure what to say. He then did the only thing he could think of doing. He knelt down and placed a hand on her shoulder.

"Hey… I'll get your weapons back," He said, Tenten sniffled and looked up at him. "I swear on my life," He said, "I will return them to you." He gripped her shoulders his eyes staring into hers shining with a fire. Her face wrinkled and she grabbed his leg clutching it tightly as if it was a life line. He let her squeeze then he patted her head gently and she released him. Naruto stood up having fully recovered he turned and jumped onto the roof. The being on the roof seemed to be the drifter but… something was odd. No wind had blown in or out. "Who was that?" Naruto wondered then he remembered Lion-o and was off.

He jumped from building to building unfortunately he was a newbie and as such had no idea where he was going he would've gone downstairs to ask for directions but the Drifter had advised against it. Naruto huffed in frustration. _'Dammit of all the times to lose track of the guy it's now!'_ Naruto thought he looked down then he went to an alley and jumped in, he landed softly and saw a discarded hat. Grabbing it he put it on his head his nose wrinkling at the smell. The hat had a wide brim that easily hid his face in darkness. As Naruto got ready to go outside it was then a thought occurred to him. _'Wait whoever it was on the roof had good timing… in fact one can almost say perfect timing! Too perfect for my tastes, what if he's actually in league with the Duelist helping him to take the sword from Lion-o?'_ Naruto's eyes widened in horror, _'If that's the case then I gotta find this guy and stop him! But wait… he had those ears… and there's only one person I know with those ears… but later I gotta find Lion-o.'_ With that he went to some swordsman. "Hey where's the Town Square?" Naruto asked a large yellow being with a spiked chin it turned to him munching on something.

"Hmm, you looking to see the Duelist win? It's over there head down the street and then left at the cross path." He said.

"Thanks." Naruto turned to run when suddenly a swordsman stepped forward.

"Impressive swords you got there… mind if I see?" He said.

"Look pal I'm in a hurry get-"

"What's the hurry we all know the Duelist will win he always does." Another swordsman stepped forward.

"Back off!" Naruto growled.

"What's with that hat anyway?" A hand grabbed it and Naruto reacted his hand reached up grabbing the hand and twisting it a loud crack sounding as the owner screamed in pain. He heard swords being drawn and he grabbed his own pulling them out in reverse grip quickly switching to normal as he stood there his eyes scanning them. A wind blew blowing the hat off of Naruto revealing his features. "Ah a spirit fox get'em!" More swords were drawn.

"My, my you attract quite the crowd," Naruto heard grunting and he looked to see the Drifter walking forward the reed in his mouth his fingers twirling it.

"Had a change of heart huh?" Naruto said.

"I'm afraid I'm not sure as to what you are talking about," The Drifter said, "Need a hand?"

"Would be nice," Naruto said, the Drifter pulled the reed from his teeth and held it up like a sword joining Naruto's side. The crowd laughed but Naruto stayed silent _'Could he…?'_ a swordsman walked up. The Drifter struck jabbing with the reed, the reed smacked him in the head knocking the swordsman down and out. Silence, then they charged Naruto reacted, using the flat end he went to a rather pudgy looking swordsman with an eye-patch and rows of teeth. He blocked the blade and smacked the attacker on the head. Pirouetting away he dodged an attack he held out his makeshift cudgels smacking them both in the head knocking them down. Naruto landed blocking a strike from behind, he jumped backward somersaulting into air his foot hitting a jaw.

He saw the swordsmen back away as he flipped then he landed and the crowd began to disperse. Panting Naruto looked at the retreating crowd. "That takes care of that," He sheathed his blades he turned to the Drifter who was smiling.

"Come I believe you wish to see your friends fate?" The Drifter said.

"Lion-o!" Naruto took off running down the street and taking a left at a crossroad. True to the informant Naruto came to a 2 floored building. There was a wide opening in front of it where Lion-o and the Duelist fought. Naruto watched as Lion-o swung his sword each blow would've been devastating to block. But the Drifter evaded the strikes easily. Naruto wanted to yell out advice but he knew that he would make Lion-o open for a counter attack. However he didn't even need to wait as the Duelist ducked down and began to attack slashing at Lion- o, driving him back onto the wooden fence then it was over as the Duelist stabbed. The blade catching just below the guard and he raised his arm the Sword of Omens flew out of Lion-o's hands and embedded into the ceiling. Lion-o stared as the Duelist sheathed his blade and grabbing the Sword of Omens he slotted it onto his back shield. With that the Duelist walked away. Naruto couldn't believe it, this novice had beaten Lion-o who could be considered one of the best in the land? "Dammit, hey Duelist I-!"

"Naruto, don't get involved!" Lion-o shouted, Naruto turned back.

"But-"

"I'll take care of it."

"…All right…" Naruto turned to see the Drifter standing there.

"I told him he couldn't beat my sword." The Drifter, Naruto stood there then he smiled.

"Good, then he didn't lose really at least not to the Duelist." The Drifter raised an eyebrow to that, Naruto walked away he leaped into the air heading toward the forest outside. He then paused as he landed on the rooftop. "If that wasn't the Drifter who was it… I better follow Lion-o," Naruto said. He stepped out of the sight of the roof just in case Lion-o was watching and decided to practice a spying skill he developed. He fell from the roof but grabbed the edge, he then moved down grabbing a ledge below him. He then began to work his way around using the ledge as a hand hold. Naruto had discovered that when people were being… people they refused to look up. He had heard of burglars and thieves sneaking into jewelry stores and stealing their possessions and never touch the front door. As always they never think of looking up especially if a window a floor above is left open. Through intense, rigorous, and extensive training Naruto could now enter buildings without ever touching the floor. However the tools needed to do such things he gave to Kit and Kat he knew they would never even attempt to do what he did because they hated being so high up without solid ground being at least 4 feet within reach.

He remembered one day they had played tag with him, and he managed to tag them but they could never tag him mainly because he spent the game hanging from a building with one hand on a window sill 9 feet in the air. Of course these games were played at evening so no one ever witnessed the game in progress. With that Naruto hung from the wall as he came to the alley and he looked down it to see Lion-o walking smiling Naruto looked at the other wall then prepping himself he jumped. He grabbed the ledge his claws sinking in to reinforce his holding he then looked over seeing small stone squares on the side of the building he went to them and began to move up getting onto the rooftop and crouching down he headed to the edge of the roof. He saw Lion-o walking to a forge and Naruto waited till Lion-o actually went inside the forge. Naruto watched Lion-o then his ears twitched as he heard soft footfalls and he turned his head to see the Drifter heading toward Lion-o. Naruto's ears twitched as he heard the hammer hit the anvil. "Hm hm… what do you think you're doing?" Naruto leaned in to hear the conversation.

"You may be content with feeling sorry for yourself but I'm not! I'll make one hundred more swords if I have to I'm going to defeat him!" Lion-o said Naruto smiled at his friends stubborn nature.

"Not that I care but you're doing it all wrong you need to-"

"Thanks but I can handle myself," The Drifter watched Lion-o attempt to hammer the metal.

"You don't give up so easily do you," The Drifter walked in "Here let me show you," A second later Lion-o was out of the door. Naruto pulled crouched and he looked around he saw some firewood near the fence and he began to make his way toward staying out of sight. Naruto went from the wall to the ground softly and he slunk toward the firewood and set himself up watching Lion-o who started to pace. He did this for about 50 minutes then he went to the door and opened it.

"Done yet?"

"No…" He closed the door, Naruto knew a little something about forging and blacksmith he wasn't able to make anything mind but he had memorized the process and ordeal to forge items. It was a long arduous process. Naruto settled himself for a long wait.

**-1 hour later-**

Snarf was snoring on a pile of metal pipes while Lion-o was curled up next to Snarf, his head resting on his knees. He raised his head and looked at the forge. He got up and walked over, Naruto had watched Lion-o stilly like a statue. "How about now?"

"No," Naruto heard the irritation in the Drifters voice voice, Lion-o closed the door and sat down next to Snarf again.

**-30 minutes later-**

Lion-o had been walking around his hand on his chin the banging of metal audible he paused at the door Naruto who had eased up from his steady glare smiled. "Don't do it," Lion-o stood there.

"How much longer is it ready?" The door flew open as the Drifter appeared.

"No!" He slammed the door shut in Lion-o's face.

"He's simply incorrigible," Naruto said.

**-1 hour later-**

Lion-o and Snarf were dozing off on the forge door when the door clicked, and Lion-o scooted back to see the Drifter standing there. "It is done… that is if you still want it?" Lion-o stood up eager to grab the sword. He grabbed the blade, thin, sharp but perfectly designed for smoothness, swift and decisive strikes.

"It's perfect…" Lion-o said, He swung the blade for feel and found it was very comfortable. He held the blade up lining it with his chest. "He doesn't stand a chance," Lion-o walked out Naruto sat up and looked at the sword he had to admit the sword was beautiful. As Lion-o walked away the Drifter went to the door.

"Lion-o remember it's not the sword that makes you strong, willows are weak a-"

"And yet they bind other wood yeah, yeah I got it." Lion-o said and he continued to walk. When he was out of sight Naruto stood up and went to the Drifter.

"Well that was interesting, care to fill me in?" Naruto asked.

"Maybe another time your friend will need your support I think." The Drifter said, "You're an interesting one for sure you're a spirit fox and yet you serve the cats." He turned to Naruto. "If you don't mind me asking, why?"

"If it wasn't for the cats I wouldn't be alive today. I owe them my life, a debt I can't repay." Naruto said.

"Hmm I think he believes otherwise," The Drifter said, "You should talk to him about it one day."

"Maybe… well then shall we get going?" Naruto said.

**-A small bar-**

The Duelist was holding a lemon in hand in his free hand a small knife. Sitting on a pavilion with some guests he flicked off the top then began to slice strips off sending pieces perfectly into their cups of tea. He made one final flick when the lemon piece was suddenly split into four even slices. The receiver of the lemon slice turned gasping as he saw Lion-o standing there. "You might recognize the craftsmanship." Lion-o said. Above on a roof overlooking the pavilion Naruto stood his arms across his chest grinning the Duelist flicked his eyes to Naruto then the sword he chuckled.

"Impossible it's a fake he hasn't made a sword in years." Suddenly the Drifter came through the door.

"I came out of retirement, I had nothing better to do this evening anyways." The Duelist looked at Lion-o.

"I challenge you this time for all your swords." Lion-o said.

"Well that's fine but it seems rather lackluster that I offer all my swords for this one so how about this… this time your life is on the line." Snarf who had listened to the conversation grabbed Lion-o shaking his head and mewing.

"Deal," Lion-o said, Naruto nodded his head and followed the two. As the Duelist and Lion-o arrived at their destination the locals gathered in the building's pavilion watching the two. Naruto stood on the building opposite watching the two. The Duelist drew his swords and charged Lion-o doing the same. The two clashed Lion-o's single blade smashing against both of the Duelists. Lion-o pushed him back, and then he swung the blade at the Duelist who dodged the blow, a downward slash also dodged. The Duelist struck back swinging his dual swords Lion-o blocking and backing away. The Duelist spun his swords hitting Lion-o's and making him lose his balance, the Duelist continuing the strike by swinging up at Lion-o's face. Lion-o staggered backwards landing on the ground he quickly rolled as the Duelist stabbed down Lion-o able to get back on his feet he did a backflip to create distance from his deadly foe. Lion-o made a stance he jumped forward spinning his blades a whirl of steel. The two were clashing again steel against steel as they sought to find the winning blow. The crowd was silent not sure they could believe that the Duelist would have an equal an equal so young at that! Snarf who had been watching breathlessly with a stick in hand swung it wildly hoping that Lion-o was watching or listening. The two clashed their blades locking before they jumped back both were sweating and panting their bodies heavy with fatigue.

"You can't beat me!" The Duelist said.

"Then why do you look so scared?" Lion-o challenged the Duelist narrowed his eyes in anger. He held up his swords and suddenly began to thrust rapidly his blades a blur. Lion-o charged and the two clashed their blades grinding when suddenly Lion-o's broke, half of it gone. "No!" Lion-o staggered back holding the useless blade.

"The sword is lost and your life as well!" The Duelist said.

"Come on Lion-o if anything you have the upper hand now!" Naruto hissed.

"Willows are weak Lion-o!" The Drifter shouted from amongst the crowd, Lion-o stood there then his eyes widened in realization.

"Yes!" Naruto was smiling now, the Duelist sliced at Lion-o who easily dodged the blow the Duelist slicing again only for Lion-o to leap over and behind him.

"I understand now," He said landing on the ground. The Duelist began his rapid thrusting only for Lion-o to dodge the blows smoothly as if the Duelist was moving in slow motion! "Power is rigid but if you can bend with the wind," He leaned back as the Duelist thrust wildly the blade moving above Lion-o's chest, "You'll never break!" He used his blade to knock the golden sword out of the Duelists hand it sailed into the air then came down point first. The Duelist was so caught off guard that Lion-o knocked the second sword out of his hand then Lion-o slashed the shield filled with swords off. Lion-o held his sword at the Duelist who lowered his head. There was silence then the crowd cheered, roaring at the impossible that had been made reality. The Duelist had been defeated! The Drifter walked up to Lion-o, Lion-o turned smiling at him. "You knew that would break didn't you?" He asked.

"It took me years to make the Sword of Hittanzo, I made that piece of junk in an afternoon!" The Drifter said. Naruto raised an eyebrow he would have to talk to Lion-o about the Drifter when they got back. Suddenly his senses were alert he turned his gaze to the Duelist, he had a dagger in his hand and a dark look to his eye. Naruto was grabbing his swords ready to intercept when the Drifter pushed Lion-o aside the reed in his hand. The Duelist and the Drifter's weapons clashed. The reed didn't bend as it clashed in fact it was as if the Drifter was holding a dagger of his own the Duelist was caught off guard as the Drifter suddenly advanced swinging the reed seemingly wildly, but Naruto knew that he was preventing the Duelist from countering, knocking the dagger out of his hand causing the Duelist to fall onto his rump. The Drifter stood there then he poked the reed into the Duelists nose wiggling it. "You have lost this duel… begone!" And with that the Duelist got up and ran. Naruto suspicious tailed him while the crowd cheered and laughed. Naruto jumped from building to building following the Duelist and smirked as he came to a familiar sight the forge and the clearing. Naruto saw the Duelist going through the various items there looking desperately for a sword. Naruto jumped down and landing hard so that the Duelist turned to look at him.

"You, you and your friend will pay for that humiliation!" The Duelist snarled.

"No we won't I challenge you to a duel! If I win you give me that box of weapons and leave this village and land for good if you win I'll give you my swords, you can use as many weapons as you like but if I knock them out of your hand you cannot grab them again. Refuse this duel and I take the weapons anyways and show this town what a detestable coward you are!" Naruto said.

"Fine this will be easy!" The Duelist said smirking he went to the box and finding two swords he pulled them out. Naruto grabbed his blades and stood there the blades lowered. A sign of non-aggression; to any swordsman it was an insult "Mock me will you?" The Duelist charged roaring as he swung his swords Naruto parried the strike so suddenly that the Duelist was caught off balanced. Naruto then swung with his swords knocking the two swords out of the Duelists hand. "Impossible!" Naruto tossed a sword up and grabbed it, swinging at the Duelist hitting the side of his head with the flat edge. The Duelist snarled and jerked back he went to his pile of weapons and began to throw any small weapon that he could intending to create wall of steel. Naruto narrowed his eyes as he began to slap the weapons down with his swords. Finally the Duelist had a staff in hand. He stood up and flourished it spinning the pole around his body and looking at Naruto.

"Really that's all you got?" Naruto asked.

"Damn you!" Naruto leaned forward charging the Duelist spun the rod trying to create a barrier of metal with it but Naruto thrust his sword forward catching the staff he held it there. "Y-You, what are you!?" Naruto moved the blade down then he used the blades to twist the rod out of the Duelist's hand and using his swords he began to use the rod without his hand.

"I'm Naruto the Spirtifox of Thundera!" The Duelists eye's widened.

"Impossible!" he stepped back a look of horror on his face. "Y-You're kind are mere legends, myth!" Naruto flipped to the flat edge of both blades again and attacked his blows hitting at joints and unguarded areas. He continued his volley the Duelist grunting and groaning with each powerful blow. Naruto continued to attack till the Duelist was on the ground his body dotted by bruises and jerking limbs he looked at Naruto blood pouring from his head. He coughed "Finish it!" He snarled, Naruto looked at him then he turned to his swords looking at them pensively.

"Your cowardly hide is not worth my steel." Naruto stabbed at the ground his sword inches from the Duelist's neck. "Run, because that's all you can do now… you're a disgrace to a true warrior," The Duelist glared at Naruto with extreme hate. "Glare all you want it doesn't matter you can't beat me or Lion-o not in a million years." Naruto said. The Duelist stood up and walked away to where nobody knew or cared. Naruto watched him walk away, then he grabbed the thrown weapons and began to put them back in the box as he was nearly done he paused. "Stop hiding if you want to own the right to these swords you need to be more daring and brave. A true warrior fights like you did when you first dueled that creep. All that fight has to be there still." Naruto said, he continued to place the weapons into the box. From a corner Tenten appeared looking more mousey than she had before.

"I… I don't deserve those weapons… even if I did win them in the past…" Tenten said sadly, Naruto looked at her. His ears twisted then he turned to see a figure running.

"Hold it!" He ran after the figure. "Hey mouse girl keep fighting a warrior is never satisfied with being the best because he knows he isn't! K0eep fighting and you'll come to the point where the top gather together!" He shouted. Tenten stood there pondering those words.

**-Naruto-**

Naruto ran after the figure that ran then started to hop, as it did he heard a slight rattling and creaking. He saw something glowing and swinging, "You can't hide from me!" Naruto shouted. He reached for his Sword of Elements and pulled it out. "Let's go Light Burst!" The Sword of Light formed and his fur turned white he took a step forward and was ahead of the figure his sword pointed at the figure his fur returning to normal color, the Sword of Light shining brightly "All right guy tell me what were you… you…?" Naruto blinked as the figure slid to a halt. "Wh-What the hell are you?" Before him was a rabbit or at least it had the body of a rabbit one it had perky ears similar to Naruto's and had a flatter face and not a rabbit overbite. On his forehead were two knobby antlers sticking out slightly with its dark brown fur it was quite the sight. Also in its arm over its shoulder was a stick with a black lantern that swung creaking slightly.

"Well this is embarrassing… don't you know a Jackalope when you see one?" The creature said.

"A… what?" It was then that he heard rattling.

"I wasn't going to say that!" The creature said suddenly.

"Uh…" Naruto didn't know what to say.

"All right, the name's Shikamaru I'm a Jackalope… you know a creature of legend a sage of sage? Regarded as one of the most knowledgeable and smartest creature in existence?" Naruto shook his head.

"Never heard of you…" Shikamaru nearly fell over. "But… if you are what you say you are can you tell me something?"

"What a pain… I suppose I could what do you want to know?" Shikamaru said he walked to a tree and knocking on it he lowered himself down the lantern still swinging on his shoulder.

"Why were you following me?" Naruto asked.

"I sensed a Spirit Fox was nearby so I decided to see who it was… never actually met one before honestly." Shikamaru said.

"You sensed me?" Naruto was now curious.

"I'll explain that another time any more questions?" Shikamaru asked, Naruto seemed taken aback by the brisk answer but recovered.

"What's a Spirit Fox exactly?" Naruto asked Shikamaru leaned back closing his eyes.

"You big guy, what else can I say?" Naruto looked down, Shikamaru opened one eye looking at Naruto then there was the rattling again. "Fine, fine, ok… here's what I know. Spirit Foxes are different from most animals here, their like my kind with abilities that other animals don't possess. They can bend the elements to their will and can channel it, some can focus on one element and essentially become a living embodiment of that element. Others can use multiple elements at once and can even combine them to make new elements. They are different from normal foxes in several ways… one they have an affinity with magic and the elements, two their body structure is different, three males can grow more than one tail with every hundred year, females can too but it's rare. With every tail their elemental and magical powers increase immensely. Spirit Foxes also have this thing they call 'Imprinted Instinct' where thousands upon thousands years of knowledge is imprinted onto their children. Because of this they are effective warriors and fighters also they have knowledge many would forget however this knowledge can't be accessed willfully from what I heard." Shikamaru said.

"I-I see thanks… by the way are you talking to your lamp?" Shikamaru scowled.

"Kid I'm gonna say this now don't stick your nose in other people's business if you want to come out squeaky clean!" Naruto seemed confused.

"K-K-Kid!? You can't be older than me!"

"By miles kid… miles…" Shikamaru said standing up now. "One last thing, finding those orbs won't be easy and convincing them to help you even less so, you gotta understand their viewpoint and make a compromise, I gotta go I have feeling we'll see each other again soon… unless you decide to kick the bucket so until next time." Shikamaru turned and suddenly he was hopping away moving so fast that dust was kicked up. Naruto raised his arms to shield his eyes and when the dust cleared away Shikamaru was gone.

"Huh an odd guy… but… I now know what I am…" Naruto lowered his head slightly. _'Which means I'm… the last of my kind…'_ Naruto sat down absorbing that fact. His mind drifted to Lion-o then he snarled, _'He has a chance to rebuild with Cheetara… I got no one…'_ Naruto thought sadly. "I'm… alone…" He said, he stood up and walked to the tree's gathering branches for the possible camp and when he had enough he went back to the town entrance and saw Lion-o standing there tapping his feet. He smiled when he saw Naruto.

"Hey! Where've you been?" Naruto shrugged not trusting his mouth, "All right let's get back to the others!" Lion-o grabbed the supplies and Naruto reached for a few. "Oh hey when we get back don't mention me losing the sword? I don't need to give Tygra a reason to gloat?" Naruto smiled slightly at that.

"I won't say a word," He said and the two headed back to the tank.

* * *

><p><strong>Ok so from now on the story will be The Thundercats and the Spiritfoxes and there is nothing anybody can say to change it back to the previous title. Also I am working on the Naruto Megaman Crossover so expect to see that in future.<strong>


	7. Chapter 7

The Thundercats and the Spiritfoxes  
>Author: Silent Soul Ken<br>Rating: M  
>Reason: For violence, blood, future lemons, future nudity and language.<br>**A/N: So I'm sure a lot of people are aware that the 2011 Thundercats is now officially dead after one season… so… I'll be making the Second Season myself with free reign so if you have ideas be sure to send them to me via PM I will be working with a friend to help design the second season to make it as spectacular as possible. Also my deepest apologies for taking so long to write this, I'm sure people are gonna point out grammar and spelling errors but hey it's done I hope you guys will enjoy it reviews are more than welcome.  
><strong>

**Chapter 7**  
><strong>The Berbils and Emergence of hidden Darkness<strong>

Naruto sighed as he looked at the engine then at Panthro, "Panthro… I hate to say this but-" Panthro held a wrench at Naruto.

"Then don't say anything this can get fixed…" Panthro looked at the problem. It had only been a few days since the Thundercats had gotten their supplies. Halfway through a mushroom canyon, the Thundertank suddenly died. Now Naruto and Panthro were trying to figure out the problem however it started to rain and both were not in the best of moods.

"Yeah if you want to spend years trying to find or make a brand new cylinder… the drive train is kaput without one…" Naruto snarled.

"We don't need a new cylinder now just get it running one more time to a town. Let's see how about…" He stuck his hand in he pulled it out and pressed something the engine suddenly roared then it fizzed and began to emit black smoke. Loud coughing was heard and Naruto tilted his head to see the rear of the tank open smoke billowing out.

"Real smooth Panthro…" Naruto said.

"Oh shut up!" Panthro snarled Cheetara looked at the two.

"I guess we'll be sleeping outside." She said.

"Sorry guys…" Naruto said and he went back to work to find an alternative way to fix the tank.

**-Later on-**

Naruto and Panthro continued to work on the engine, while the others tried to huddle under the mushrooms to get the rain. Kat was resting on a mushroom while Kit played her flute. Naruto sighed as he helped dissect the engine with Panthro he rubbed his head. "Man we better catch some sleep while we can." Naruto said.

"Hmmm all right someone should keep watch…" Panthro said.

"Panthro… we're in the middle of nowhere, besides the book is firmly attached to the Tank. Not even you can pull it out." Naruto said.

"Good point… all right let get some rest." With that the two jumped off and tried to find a mushroom to hide under. Naruto landed next to Lion-o in front of Lion-o was Tygra and Cheetara already asleep.

"Things are looking up," Lion-o said gruffly, Naruto turned to him Lion-o shuffled closer to the mushroom. "No shelter, no food, and no transportation… it might be a bit bearable if the rain stopped," He muttered.

"You're telling me," Naruto agreed the two then hid as best they could trying to fall asleep. However in the shadows of the mushrooms something watched them closely.

**-Next day-**

Naruto yawned as he woke up his jaw popping slightly he put a hand on his chin and massaged it he then noticed that there was the sound of rain hitting plastic covering. He looked up to see a covering above. He sat up grinning to see who had put it up only for his grin to fade. They were all still asleep Naruto scratched his head grinning slightly. "Well… that's embarrassing… I let someone sneak in and put that up without me waking up." He turned his gaze to the mushrooms.

'_Not that it's a bad thing mind this shade is what we needed, but to do it without me noticing… hmmm it makes no sense who would do this random act of kindness and for what purpose?'_ Naruto stood there then his ears twitched as he heard a noise that wasn't the cats a slight whirring. His ears twitched moving slightly to better hear the noise when a new one came yawning. He looked to see Panthro getting up. He rubbed the back of his neck and looked up at Naruto then he turned his gaze up.

"Nice going kid," Naruto shook his head.

"It wasn't me it was here when I woke up." Panthro turned his head to the side.

"Seriously?" He turned his gaze to the others, "Well in any case I'm gonna see what I can do for the tank," Panthro said. Standing up he walked onto the tank he then opened the engine and began to work.

'_I better see there aren't any unpleasant surprises.'_ Naruto thought and he began to walk around the tank stepping carefully his eyes on the ground. It was then that he saw the baskets filled with multiple striped fruits of varying colors. He crouched down and looked at them grabbing one he sniffed. _'Hmmm is this… candy fruit?'_ He had heard of them a fruit that was sugary and sweet like candy with varying flavors.

Widely loved by all they were considered a rare delicacy. Naruto bit into one and tasted the sugary and sweet taste of blueberries. He felt the rush of adrenaline course through his body but he quelled his body's desire to get up and start running. He finished the fruit and stood up swallowing the last bit with a large gulp. He resumed his scouting and quickly found no traps, or ambushes, or even a sign of hostiles. Naruto rubbed his chin thoughtfully no matter how he tried to add it up it made no sense.

"Nice going there Panthro!" Naruto turned and headed back to the tank leaping onto the top in one bound and looking down at Lion-o who was looking up at them.

"Sorry but it was here when we woke up." Panthro said stopping his tinkering to look at the Lord of the Thundercats. _'Though… it's a mystery as to who or why they would do this…'_ He thought looking at the shade his eyes narrowing in suspicion. _'Something doesn't feel right,'_ He looked at Naruto who was crouching now his hands on his feet his tail waving in the air his head cocking slightly his ears fluttering. They all knew that stance. Naruto was hunting for even the faintest of sounds and they all shut their mouths and didn't move. He continued to listen for 3 minutes then he stood his gaze fixed on the mushrooms

"Whoever it is show yourself or else we will attack!" Naruto shouted and he drew his twin katana's the others pulled out their weapons to suddenly from the mushrooms strange balls rolled into view. The balls then leaped into the air and formed into a strange creature. It looked like a robot with fur… in the shape of a bear their heads had eye and lip markings. Naruto looked at them then he grabbed his head.

_Spirit Foxes were talking to the robotic beings their gaze directed toward what looked like a large vehicle. The creature's mouths blinked on and off, communicating with the spirit foxes. The creatures were around the vehicle electric torches in hand sparks flying from the metal. Then a fox bent down and placed a hand on the creatures shoulder. "Thank you Berbils…"_

"Hey!" Naruto shook his head to see Lion-o and the others looking at him. "You ok?" Lion-o asked him Naruto nodded then he looked at the creatures.

"Yeah I… they're called Berbils…" The creatures looked at each other then they walked to Naruto, the others stood in front of Naruto but Naruto pushed forward sheathing his blade.

"Spirit Fox?" One of them said, this Berbil had brown fair and a rather squat body, when it spoke it had a strange voice. It sounded… odd nobody could say how exactly. "I am Robear Bill of Robear Berbils." The creature said.

"Gerbil?" Panthro asked how they spoke made the word sound like something else.

"Berbil." The creature said.

"Durbil?" Tygra asked.

"Berbil…" the creature said again Naruto suddenly stepped forward turning to his friends.

"Guys they're called Berbils… they're expert mechanics and can build pretty much anything with ease." Naruto explained.

"How do you know that?" Cheetara asked Naruto opened his mouth but he closed it not sure what to say.

"And what was it they called you, Spirit Fox?" Kat asked.

"Uh… well I'd rather not talk about it for now." Naruto said rubbing his neck.

"…All right we'll continue this later." Panthro said recognizing Naruto's discomfort.

"Right," Lion-o bent down, "I'm Lion-o lord of the Thundercats, we appreciate the assistance you've given us so freely what can we do to repay the favor?" He asked.

"Thundercats? Berbils help Thundercats… Berbils need help…" Robear Bill said, Lion-o stepped forward and knelt down so he was even with Robear Bills face.

"No problem we'll do what we can to help." Suddenly there was a rumbling from all save Naruto's stomach. "Before that though we need to eat," Lion-o said.

"Don't we have, like, nothing to eat at all." Kit said looking disappointed

"Don't worry about that they already gave us some food." Naruto said and he lead them to the baskets of candy fruit, Kit and Kat were on it in seconds. They took a bite and Naruto watched as their tails puffed up and they began to gobble the candy fruit like a starved wolf. The others managed to get some fruits before Kit and Kat ate it all up. _'And here I was thinking they couldn't get even more hyper, they'd have more energy than a hundred thundrilim crystals.'_ Naruto thought Kit and Kat were in front of Robear Bill talking to him.

"HeyRobearBillThisisWilyKitandI'mWIlyKat!" Kat said.

"Thanksforthecandyfruitwe'lldoanythingwecantorepaythis," Kit said the two speaking so fast that it was almost gibberish. When everybody had been refreshed they let the Berbils lead them forward. They followed curiously as the Berbils became furry balls rolling on the ground. Lion-o saw Naruto and walked up to him.

"Hey… you gonna tell us about the whole Spirit fox thing?" Naruto sighed and lowered his head.

"Y-Yeah I just… need some time…" Naruto said.

"Ok," Lion-o put a hand on his shoulder, "We got your back," Lion-o said.

"Thanks." Naruto looked at his friend.

**-Sometime later-**

The canyon opened out to a small settlement, Naruto noticed 2 things the moment they were at the gate. Firstly, that there were no defense systems anywhere near or on the way to the settlement, and secondly, that the Berbils had many devices and items yet none had any attack potential. _'It appears this is a purely peaceful race but… why do I have a feeling there is a dark secret here?'_ Naruto thought.

He then saw the ball that was Robear Bill unfold as a pink and blue Berbil came out. Bill grabbed the blue Berbil which was distinctly smaller than Bill and he held him up spinning him in the air. Bill then set him down and then looked at the cats as they approached.

"This is Robear Bills family. Robear Belle. And Robear Beebo," He said Naruto looked at them and he felt a tug on his heart. He walked away as the cats approached but Panthro caught him leaving. He watched him silently then turned back to the Berbils.

Naruto walked away, all these… beings with their families, and chance to continue endlessly through time. It just sunk in even more how alone he was. He walked in no particular direction he just didn't want to be around them it made him feel… uncomfortable. He eventually came to a clearing of candy fruit and he sighed, leaning against a tree and sitting down. _'Man… Lion-o is lucky at least they have Cheetara to rely on to rebuild the cat kingdom. Me… only thing I got are dead bodies and a past I have no knowledge on.'_ Naruto sat there his hands covering his head his lips trembling tears forming for the first time since Panthro left Thundera.

"You ok kid?" Naruto looked up standing there was his friends. He could see concern in their eyes, even Kit and Kat's crazed faces showed concerned.

"Yeah," Naruto got to his feet and brushed himself off his tail brushing his pants. "Just thinking is all." Naruto said.

"Mind sharing?" Lion-o said Naruto sighed scratching his head.

"Ok, how do I start… I guess I can say first of all that I'm not a normal fox and no not in what you're thinking. I'm not a fox but a Spiritfox which is a completely different species." Naruto said.

"Wait you're saying that you're not a fox but a Spiritfox and there's a difference between the two?" Tygra asked.

"Yes," and with that Naruto began to explain the differences the other's listened intently not speaking till he finished.

"Wow that's quite a list but why are you so down about it?" Lion-o asked Panthro stepped forward.

"Because he's the last of his kind," Panthro said solemnly.

"Well so are we," Lion-o said.

"You don't get it, you guys can make children with Cheetara heck even those two runts will ensure our species continues but Naruto… he has no way to properly preserve his race." Panthro said the other blushed at Panthro's bluntness even Kit and Kat.

"W-Well why not have kids with a normal fox then?" Tygra asked.

"Because then his blood is thinned more and more with each successive generation, till it eventually becomes so rare it'll be impossible to continue. If Naruto wanted to bring back the Spiritfoxes then he would need a female Spiritfox." There was a silence at that.

"I never thought of it like that…" Lion-o said Naruto was silent again not trusting his mouth to speak.

"Listen we'll take a look around if you need us, don't hesitate to ask." Panthro said Naruto nodded then he began to walk hunched slightly.

"He really has it hard huh?" Tygra said somberly.

"Yeah till now I thought he would be able to get back what he lost but now that I know about his uniqueness I feel kinda useless." Cheetara admitted.

"Hard pill to swallow that is." Panthro said, "Come on let's see what these furballs want." Panthro said and with that the others left Lion-o lingering slightly before turning his brow furrowed.

Naruto observed the Berbils as they used their machines to pull the candy fruit off the sugar trees. So dutiful and happy he sighed ran a hand through his head fur. He got up and went to Panthro hoping to do something to get his mind off his idle thoughts. That's when the alarm sounded.

Berbils stopped what they were doing, made some strange warbling sounds and were in their ball forms heading for hatches that had opened up in the ground. Naruto, who was near the entrance, grabbed his blades he had an uneasy feeling in the pit of his stomach. Lion-o and the others looked around.

"What's going on?" Lion-o shouted.

"Conquedor coming. Takes Berbils. Makes Berbils slaves." Robear Bill said Naruto's ear twitched as he heard a whistling and he turned to see large bombs flying toward him. He ran just as the bombs landed and exploded the shockwave sending him flying into the air one of his swords flying out of his hands!

He grunted as he landed on the ground rolling to a halt. He groaned as he got up he looked to see a large vehicle roar past him on large spiked wheels. It sped towards retreating Berbils and a large crane appeared grabbing a blue Berbil, "Help Robear Bob!" it shouted. It raised up and the main battering ram on the machine opened to reveal a storage unit. It released the Berbil, Naruto suddenly leaped and grabbed the Berbil and landed on the ground lowering it to the ground. He held his remaining sword with both hands and held the hilt close to his face the sharp end of the blade end pointed up.

"I'm guessing this is what the Berbils needed help with," Panthro said pulling out his nunchucks.

"And we'll gladly help them!" Lion-o said pulling out the Sword of Omens the other's grabbing their weapons. The machine turned to Lion-o and the others. Then a hatch on top opened and a large but spindly armed figure appeared dressed in a body suit that hid his body and head, the Conquedor.

"So the Berbil enlisted the help of the fabled 'Thundercats' and… their pet." Naruto growled as the figure turned to him at the final remark. Snarf gave a confident meow as the others held up their weapons. The Conquedor held up a weapon a type of cannon of some sort with multiple barrels and a crank handle, it hummed as it powered up. "Risking your lives for a bunch of junk heaps!? And I thought these robots were brainless fools!" The Conquedor said banging on his metal head he then aimed his cannon at them.

Lion-o reached for the sword of omens pulling it out the blade extending. "Thundercats ho!" Lion-o shouted and he ran forward. The Conquedor cranked the handle and something shot out that hit the ground in near instantaneous amount of time a large type of blue goo was on the impact site as Lion-o ran avoiding the weapons attacks. The Conquedor then changed his attack onto Tygra who ran avoiding the goo bullets. Naruto could see the crane moving on it's own grabbing more Berbils he jumped and soared up to the crane he scampered up the arm to find it's joint servos. He soon learned that the arm was well defended all possible weak spots covered and hidden. There was nothing else for it, he sheathed his sword and pulled out the sword of Elements. The Sword of Light began to form, in his hand and he raised it up to stab.

"AGH!" he was sent flying as a goo bullet smacked him then another one knocked him down again! He hit the ground face first and he tried to push himself up but his arms and hands were stuck down. The Conquedor laughed at Naruto's form only to give a grunt as something wrapped around his neck. Tygra appeared behind him his arm wrapped around the Conquedor's neck squeezing it the Conquedor groaned then he reached for a small red device on his wrist he pressed it. Tygra shouted as the Conquedor's body suddenly electrified. Tygra fell and Lion-o saw him. "Tygra!" He shouted and he ran toward his brother Panthro behind him when a goo bullet slammed him down. The Conquedor then put his weapon down and went back down seeing that if he continued any further he would lose his product. He crane swung around to grab two Berbils, Robear Bella and Beebo, Robear Bill's family!

"Beebo! Bella!" Bill shouted and he went into his ball form to chase after his family. He bounced on the ground and flew toward his family and he uncurled and grabbed the crane hoping to free them. Naruto watched from his position on the ground as the crane shook Robear Bill off sending him flying he crashed onto the ground hard his body sparking and bits of metal denting or breaking off. A rage enveloped Naruto and he growled and his hands clenched into fists and he pushed his body up roaring a large howling roar and he pushed the goo off of him. He turned to the Conquedor's vehicle as the Sword of Elements began to glow with a black light.

"Raaaahhh!" He ran toward it only for the vehicle to shoot out large green goo bullets Naruto dodged it and turned to continue his attack but the vehicle was already rolling out. He snarled and crouched to sprint, he would not let him get away!

"Lion-o!" He paused and turned to Cheetara, who was holding the battered form of Robear Bill in her arms. "It's Robear Bill he doesn't look good!" Naruto stood there then he gritted his teeth and punched the ground his fist sinking in slightly. Anger and self-loathing filled him, how could he fail again!? Could he not protect anybody? He felt a hand on his shoulder and he looked to see Pantho gazing at him.

"Let it go kid it doesn't help you to dwell on it." Panthro said sagely, Naruto growled and he jerked his shoulder away from Panthro and walked off to find his other sword. Panthro watched him go silently.

'_Poor kid… I don't envy Grune if Naruto ever learns of what really happened to his mother… at the same time I hope that one day I can tell him…'_ Panthro turned to see if Robear Bill could be fixed.

Naruto stood at the entrance which was ruined and looked at his other sword laying on the ground. He stared at it and then held up his hand to stare at that. _'Power… it's something I never cared for because I never needed it. Now, though it seems that's the only thing that matters on this planet.'_ He reached down for his sword.

"Well ain't this a pain… what are the chances we'd meet again so soon." Said a lazy voice from above. Naruto looked up to see Shikamaru the Jackalope sitting on the ledge of the entrance. "Here I was visiting the berbils to relax and I find you… so you cause all this trouble?" Shikamaru asked and he tipped his lantern up slightly.

"No… some guy named the Conquedor did this," Naruto said.

"Conquedor huh? What's his deal?" Shikamaru asked.

"He takes the Berbils and sells them as slaves." Naruto clenched his fist. "When I find him I'll gut his bloated body and watch him bleed to death." Naruto growled.

"Whoa, whoa, whoa ease up on the temper kid. Anger and your kind don't mix too well." Naruto glared at him.

"So you saying I should be all giggles and grins then?" Naruto snarled.

"I'm not saying that… what I am saying is control your emotions anger is good but don't let it consume your being. I may not know you too well but one thing I know is that you have a good heart. Don't let revenge consume it and rot it." Shikamaru said. He then slid off and grabbed the entrance ledge and released dropping down. "Look things are gonna be tough for a guy like you hell, it's tough for a guy like me." Shikamaru said. "But what you need to do is look at the positives in your life. Look at them and remember why they are positives." Shikamaru turned to the village and saw Cheetara run into a building. "You've got friends, very good ones from what I've seen hell I wish I had them as my friends." Shikamaru said then his lantern rattled. "Yeahyeahyeahyeah you're a good friend too now come on don't ruin this for me." The lantern squeaked but otherwise made no other sound.

"Just think of this, there are races in the world that have everything they want yet inside of them is an endless void that no matter what they do they just can't fill. You have the one thing that makes things like money, possessions and priceless jewels obsolete. You have a family." Shikamaru said. Naruto stood there looking at Shikamaru then he looked down at his sword. "It's good to protect something what's even better? Is making sure no one is left behind!" Shikamaru said Naruto looked up that and then he looked past him at the canyon.

"Anyway normally I'm not one for fighting, but if it's the Berbils then I'll help out. And remind me to tell you something when this is all over." Shikamaru said, "First let's find your friends." Shikamaru said. Naruto blinked then nodded and he lead Shikamaru to where the other's had gone to fix Robear Bill.

Naruto walked into the small building and saw Panthro leaned in a torch in hand as he worked on Bill. He watched silently while Shikamaru leaned against the wall his eyes fixed on Panthro. Minutes passed then Panthro stood back, "That's the best I could do," He said. A silence hung in the air, Shikamaru sighed scratching his head pushing off the wall to fix Bill when Naruto held up an arm.

"Panthro you forgot to reconnect the conduction coil." He said Panthro blinked then looked then smacked a hand to his head. He went right back to it, a few minutes later he stood up, a more confident look on his face.

"That should it!" And with that he closed Robear Bill's chest plate silence the whirring and Robear Bill sat up. He turned his head around then at Panthro.

"Servos functional." He then did a series of somewhat acrobatic movements then landed on the table again. "Robear Bill lives." Bill said Panthro smiled.

"Looking good!" He said.

"Looking. Good." Bill said slowly.

"Ah good, hey Bill how's it going?" Shikamaru said walking out from where he and Naruto had been. The moment he did, the entire cats turned drawing their weapons toward him while Kit and Kat ran behind Cheetara. Naruto instantly was in front of him.

"Whoa guys hold up!" He said.

"Who is he?" Tygra demanded not lowering his weapon, the other's didn't lower their weapons as well but Lion-o's grip shifted.

"He's… a friend he… told me what I really was." Naruto said, Lion-o lowered the Blade of Omens at that.

"I see…" Lion-o said he walked forward and held out a hand. "I'm-,"

"I know who you are," Shikamaru said, "Lion-o Lord of the Thundercats, with Tygra your 'brother'," he held up his hand fingers curved slightly and motioned with them when he said brother. "Cheetara of the Monks, and Panthro Thundera's prized general." There was silence Tygra, Cheetara and Panthro still hadn't lowered their weapons.

"You sure you're not an agent of Mumm-ra's?" Panthro said, "I've only begun guarding my back since Grune betrayed us." Shikamaru smiled at that.

"Quite the valid point," Shikamaru said, "Alright then let me put it this way. The Berbils are my friends, I had been intent on visiting them for a while now and I decided today would be good. But it seems I came at the worst and best time. I know of the Conquedor he's a despicable and vile slaver. I know of where he trades but unfortunately I'm too weak to take him on by myself. If you want I can show you where he is and we can rescue the Berbils… how's the sound?" Shikamaru said. Silence as they all deliberated on the information then Tygra lowered his blaster.

"Ok we'll trust you, how do you know what Naruto is anyway and how can we know it's not lies?" Tygra asked.

"What's the point of lying now, that's just stupid and time consuming. We may not tell everything but then again when you've been alive for over a thousand years it's kinda hard to remember everything we know." Cheetara blinked.

"But you don't-" She began but he turned a icy glare onto her.

"Lady you do not want to go there." Then there was a creaking as the lantern swung, "So what if I'm a guy!? I can't be touchy about a subject like that just because I'm a guy?" He snapped at the lantern. They all stared at him blankly.

"You made her angry again. Didn't you Shi. Ka. Ma. Ru." Robear Bill said.

"Geeze you still can't say my name right," Shikamaru said rubbing the back of his neck with one hand the other jerking the lantern that rested at the end of the rod. Naruto looked at the lantern it was unusually still as the rod jerked and bobbed a suspicion rose and he had to ask.

"Shikamaru that's not a normal lantern is it?" Naruto asked, Shikamaru sighed and nodded.

"Ok you can come out now." The lantern rattled, "Look no point in hiding it." The lantern squeaked then suddenly Shikamaru's shadow moved. It move up from the floor and began to solidify and as it did it formed into a… feminine shape. It had fingers, a bust, a face and hair but had no lower part. The hair was a type of silver grey color and went down the shapes back, with a large bang covering one eye. It was then they noticed her ears they were rather long and pointed extending by at least 5 inches. They wiggled as she looked at them all. Her eyes were yellow and they gave an unusual shine. She looked at them all then between her lips a long pink tongue slid out, the tip pointed like an arrows she licked her lips and it slid back in.

"Such handsome men," The thing said.

"Guys this is Ino she's a shadow being," Shikamaru said, "Essentially she's a creature born from the very shadows of the world." Shikamaru explained. When Ino landed her eyes on Naruto she gave a snarl not unlike a jaguar's.

"You!" She snarled, "Yo-" but Shikamaru shook the lamp and she flickered.

"Shut up he's got enough problems to deal with already," Shikamaru said quietly.

"But-!" Shikamaru gave her a glare, she stammered silently then she shut her mouth, "Fine next time though I won't hold back!" She hissed.

"Very well," He turned to the others, "She's not a threat at least not to you guys." He quickly said. "She helps me with my fighting mainly. So don't worry too much about her." Naruto though had lowered his ears very aware of the scornful and hateful glare she gave him.

'_So far being a Spiritfox has been more a curse than a blessing,'_ Naruto turned away, "So where are the Berbils then?" Shikamaru nodded and Ino faded back into his shadow.

He reached into a pocket and pulled out a small crystal he held it tightly in his hand which sparked with a magical energy then he opened his hand. The crystal shone brightly and it lifted into the air as it did a ghostly image began to emerge. The image formed into the planet and then Shikamaru waved one hand around as it did the view changed becoming the ground. He waved his hand and the view scrolled down the canyon he then held up his hand and the view paused at a particular spot where there was a bit of raised rock not unlike a stage.

"The Conquedor likes to set up there, where he trades with Trollogs and Giantors both nasty pieces of work. When he sells what he has he spends the money then comes back when he's empty. Lately though he's been trying to get money in bulk meaning he's in debt so it'll be safe to assume if we do this he'll come back right away." Shikamaru said. "Now if we go in disguise we should be able to sneak in and free his slaves. In the meantime, Panthro, Naruto, Kit and Kat I want you guys to stay here and help the Berbils create defensive emplacements. The Berbils are gifted mechanics able to build everything from nothing." He turned to Panthro, "Give those guys some time and they can not only fix up your vehicle but make 5 times better than what it is now." Shikamaru advised.

Panthro looked at them, "You sure about that?" He asked.

"Oh yeah, it's worth it." Shikamaru confirmed, "Anyway whose gonna come with me?" He asked.

"I'll go," Lion-o said.

"Same," Tygra stepped forward.

"I can lend a hand too," Cheetara said.

"Good alright the rest of you help the Berbils set up defenses." Shikamaru said, he turned and walked out but Naruto pursued him.

"Hey I want to help too," Naruto urged, but his quarry stopped and shook his head.

"No right now you're not in the right mental state." Shikamaru said he turned to walk again, angered the fox grabbed Shikamaru by his collar holding him back.

"And what the hell would you know about my mental state?" Naruto challenged the shadow wielder sighed and he turned and punched the Spirit Fox. Naruto hit the ground hard and the Jackalope placed a large foot on the golden furred fox's chest pushing him down with incredible force. Naruto's breath left his lungs and he couldn't get oxygen in. He reached for the huge foot and tried to push it off but he might as well of been a rhino's foot.

"You're scared, confused and angry all for very good reasons which is why I can sympathize with you. For the longest time I thought I was mutant Rabbit with horns until my parents came and told me who I was. You… you need time to think, to get your emotions in control, and to remember what you have," Shikamaru said.

"You have a lot to live for kid remember why," and he raised his foot off Naruto. The slightly oxygen starved being coughed and he rolled to his front as he inhaled huge gulps of air. He stayed there even as he heard footsteps then he pushed himself to his feet and turned head on chest to look at Lion-o and the other's walking away cloaks raised up. Naruto watched them go bitter inside he wanted to grab that Conquedor and spill his guts but… but… he paused.

'_What's wrong with me?'_ while he was always the one ready to kill if need be, it was out of necessity not joy… yet he felt that if he did what he thought of doing to the Conquedor that he would be much happier if he did.

"Kid you ok?" Panthro's voice came from behind.

"I… I don't know…" Naruto replied honestly.

"Hmmm," the scarred panther growled, "How about we spar?" he finally suggested.

"I don't know if that's a good idea," the brush tailed being replied.

"Come on you can't do anything to hurt me, your still 50 years too young," his surrogate father teased. Naruto bared his teeth but lowered his hackles as he went to grab both of his katana's and he turned to Panthro and flourished his blades.

"Fine don't blame me for any injuries you might receive," the Spiritfox challenged. The elder warrior chuckled as he grabbed his nunchucks and spun them around, and then spun one end.

"Hit me with your best," Panthro retorted, and Naruto leaped at him with blinding speed roaring as he did. But the panther swung his nunchuck down and a cloud of dust erupted up shielding him from Naruto's view. Naruto though swung in a great diagonal arch but hit nothing as his blades sunk into the ground somewhat. He blinked and looked around as the dust cleared. "Hiaahhh!" Naruto looked up seeing the burly panther coming down on him. Naruto knew he couldn't block his mentor's attacks so he would do the next best thing; dodge them. He jumped backward and dug his swords into the ground stopping him and he lunged again, spinning his body swords held out in a powerful windmill attack. Panthro stood there spinning his nunchuck then he swung it.

The two clashed and the metals ground against each other screeching loudly. Naruto pushed roaring as he did, when the former general suddenly drew his weapon back and Naruto fell forward. His momentum making him fall forward and into the dirt. "Careful kid, you're not normally this aggressive." Panthro noted.

"Well maybe I have a good reason to be!" Naruto shouted as he got up and charged again spinning his swords then jumping into the air and spinning his body his blades extended outward. The weathered warrior stood there then he swung his nunchuk and it smashed into Naruto's sword. There was a loud 'kraang,' and Naruto's blade broke. The broken piece spun up high then landed behind Panthro point first. The veteran clenched a hand into a fist and punched Naruto hard in the face. The young spirit fox rolled on the ground his other sword falling out of his hand a hitting the ground. He rolled straight into a candy fruit tree and he grabbed his nose and rolled on the ground blood spurting out.

"Agh dammit Panthro! Augh you didn't hold back at all!" the fox groaned.

"That's the point." The older cat said as he neared his former pupil. "What's wrong with you?" Naruto stopped rolling and raised his head to stop blood from pouring out, he was silent. "I've only seen you like this when something is seriously bothering you. Like the time when Lion-o said he hated you and you were like this for a whole week! You remember that?" The spirit fox was still silent. "Or that one time when Tygra beat you in a sparring match and-"

"Alright shut up!" Naruto snapped, he sat there then he sighed. "I… I'm alone… and what's worse is… I'm gonna out live you guys." Panthro stood there waiting for him to continue. The young fox inhaled slightly then began to speak. "Not just you, Lion-o, Tygra, Cheetara, even Kit and Kat I'll out live you guys and… and I'll have none of my old friends with me anymore. My species… we can live for thousands and thousands of years! By the time I'm in my teens you guys will be dust! And…" he paused, his voice cracking, "And I don't want to see you grow old and die! I… I just don't!" He finally said, he started to sob unable to control the emotions he was feeling. Panthro knelt down and hugged the crying fox.

"Listen kid, while that is a fact you gotta remember one thing." Naruto didn't respond, "We are here right now. And you must treasure these moments because it is those moment's that will make an immortal part of you." Naruto sat there, the notion was somewhat strange but it gave him heart. He still felt sadness over the fact but… the idea of his friends being an immortal part of his memory gave him heart, warmed him. He nodded at the notion. "Good now let's get you cleaned up, let's hope these little furballs have some band aids." Panthro said chuckling at the notion.

**-The Conquedor's Bidding Area-**

The Conquedor was busy getting his merchandise ready for his customers, when he heard the clacking of claws. He froze as he began to sweat under his suit, "Looks like you got some new merchandise… I hope that means you'll be able to pay back the debt you owe my man Kakazu, hm? Because he is really getting impatient with you..." A sickly sweet voice said, the slaver turned to see a peacock standing, with long feet claws, hands with various digits missing, and metallic wings.

"D-Deidara, w-well I don't have the money now bu-but I should get it with this sale!" he said twisting and turning his hands nervously. The peacock walked forward it's feet clattering against the metal, it bent it's head forward glaring into the portly slaver's masked face, it raised a single remaining clawed digit and placed it on an eye goggle.

"You better, yeah, otherwise…" He raised a clawed foot and clenched it, but then slackened it, as a sneer formed on the bird's face, "You know what? On second thought... go ahead and don't pay us back... then I'll get permission to use you for my art, mmm?" he leaned his rather gossamer head in.

"I-I rather not sir," the slaver lowered his head to see the hands, which were stained black and grey with burns and some digits were just gone, a testament to the birds rather… explosive work.

"Good, I'll be back within 3 days, hopefully things don't become… unpleasant yeah?" The menacing omnivore said and he opened his metal wings and the whine of a thruster was heard and the peacock flew into the sky. The Conquedor rubbed his face plate nervously then went back to getting his merchandise out.

**-Several Minutes later-**

The Conquedor stood his vehicle facing the cliff, the back opened wide; a stage present where he stood his hand holding the rope of a leash that held a large blue cat-like creature. "…Dragged this filthy wretch straight down from Hope Mountain," the cat roared, "If you want to have some entertainment out of executing prisoners, this guy is always hungry! Ha, ha, ha, ha! Let's kick off the bidding at 500 schillicks!"

Across high on a ridge, Lion-o, Tygra, Cheetara and Shikamaru lay observing them. "And here's where the Conquedor sells his 'catch' of the day." Shikamaru muttered.

"What are they?" Tygra asked.

"Trollogs and Giantors, they make criminals look good with their nasty tempers and disgusting habits." Shikamaru spat, "Look," He pointed to the vehicle, the back had a curtain drawn but enough of it was open that one could see the captured Berbils. "There they are," he said.

"We can't fight a force that big," Tygra said.

"No… but I have an idea," Lion-o said.

"I hope it's a good one," Shikamaru muttered.

**-Berbil Village-**

Wily Kit and Kat were laying on Candy Fruit tree Kat holding up a fruit, his eye's wide his pupils mere dots in a sea of white. "Sweet, sugary goodness!" He said and he bit into the fruit.

Panthro was getting his shoulder and arms massaged, while Naruto meditated on a stone a band aid on his nose. Suddenly the sound of the Thundertanks wheel's rolling caused them to abandon their activity the former general gaped. "You put in a new engine! But… where did you get the parts?" He asked utterly disbelieving.

"Berbils make them." Naruto said, "Whatever you want they can build it, remember I said that before?" He reminded.

"Y-You did but… does that mean my hunk of junk is… is no longer a hunk of junk?" Panthro said, the spirit fox nodded and the panther began to sob quietly.

"Dramatic aren't you?" the youth said.

"Oh shut up," Panthro said.

**-The Conquedor's Current Location-**

"Next up are the Robear Berbils best builders money can buy efficient, tireless, and utterly defenseless! Do I hear 500, 1,000!? 1,500? Do I hear 2,000? 3,000!? We're talking 3,500! 5,000? How about-"

"10,000," A voice suddenly said. All turned to see 3 figures walking forward.

"That's a lot of schilick's pal!" The slaver pointed out, "How do you expect to pay that?"

Suddenly the middle figure threw off his cloak to reveal Lion-o who grabbed his sword. "In steel!" He shouted, "Thundercats, ho!" The other's pulled off their cloaks to reveal Cheetara and Tygra, the tiger pointed his blaster at the blue beasts collar and fired blowing it off and the beast roared and began to advance on the customers who ran. While he did that Lion-o ran to the chained Berbils and using Sword of Omens he sliced their manacles off. "Go!" He shouted and the Berbils instantly went to their balled forms.

"Oh no you don't!" The slave trader snarled raising his rifle when suddenly he froze "W-What the-!?" he couldn't move! Then he turned and began firing at his customers! They snarled and raised their weapons then there was a laugh, and they looked to see Shikamaru the Jackalope standing his hand holding his stick and lantern not unlike how the Conquedor held his rifle, then he spun it and the jumpsuit wearing fiend also spun his rifle.

"Later chumps!" He said, and he turned tapped the ground and a shadow that extended from his own and he hopped away powerful in great arcs, while the other cats ran.

"Arghhh! If you think you can make a fool out of me you got another thing coming we'll heading back for you, you hear!? All of us!" But the rescuers continued to run.

**-Several Minutes later-**

Robear Bill ran to meet his wife and son hugging them both. "Nice job," Naruto said as he looked at the Berbils.

"What happened to your nose?" Lion-o asked.

"Eh sparring," the spirit fox said simply.

"Damn Panthro must've hit you hard," the lord raised an eyebrow.

"Yeah he did, it's gonna be a while before this heals up." Tygra walked forward.

"All things considering we gotta get ready to defend this place." Panthro smiled as he walked forward.

"That won't be a problem with the Berbils help." He said confidently.

"They don't know how to fight," Tygra pointed out.

"But they do know how to build," the panther countered.

Shikamaru walked to Naruto, "Feeling a bit better?" dual sword user shrugged.

"For now yeah," He admitted, "Not sure what could be done to make that more permanent." The Jackalope stroked his boney chin.

"Well there's something I need to tell you but first let's set up the defenses." The two nodded and with that the Berbils and Cats began to set up perimeter defenses using the Berbils first class building skills to set up various traps and turrets. Within 3 hours the village was fortified with defenses.

The cat's stood at the entrance all with their weapons drawn while Naruto and Shikamaru stood on the entrance arch looking down. In the distance the Conquedor approached beside his giant vehicle with the Trollogs and Giantors. "Here they come," The lord of the thundercats said stoically.

"Let's hope these bears know what they're doing," his brother replied, Lion-o swung his sword.

"Thunder! Thunder! Thunder!" he raised the blade on high, "Thundercats! Ho!" and the symbol of the Thundercats blazed in the sky. Shikamaru looked at the symbol.

"Despite the corniness I gotta say hearing that get's me pumped." He said.

"Heh you'll find it does that," Naruto admitted, and he jumped turning his blades so the flat end was out. SHikamaru also jumped to begin the counter attack. A Giantor was heading for the village when suddenly it was hit hard on the back of it's head it turned only to get hit more times, it saw a type of cannon shooting out candy fruit that smacked it hard it raised it's club charging. Wilykit and Kat looked at each other and nodded.

"Let's go Candyfruit!" And they bit in, immediately filled with energy and agility they hopped over to the Giantor calling him names and taunting. He turned and struck Kit but the spry cat leaped aside with high speed. "Nah-na-nah-na! Come on you big dope I'm right here!" Kit shouted hopping in one place It turned to the club raised the brought down on Kit but missed as the now nimble Thundercat hopped away.

"Come on here we are standing perfectly still and you still are missing us!" Kat taunted drawing it's attention on him. It kept attacking them never realizing that it was headed into yet another trap. Finally it hit the wire and it stumbled forward then it's face landed on a pile of thick wood and it groaned as the wood hit it's face and eyes it rolled around groaning loudly in pain. The kitten held up the fruit. "I love you candy fruit!" and he took another frenzied bite.

Naruto smiled as he jumped from one Giantor to the other smacking them powerfully with his blades while Shikamaru also hopped between them stomping on their shadows and with each stomp they staggered back. They kept doing this till the Giantor took a step then suddenly one foot fell and they grunted as they all fell and their heads smashed together effectively knocking them out.

The spirit fox smiled as he landed before the unconscious forms and he flourished his blades. "Not a bad trap." The jackalope commented, a Trollog came up from behind and raised it's club to strike only for the lantern to jingle and for it to freeze. Then the aged being turned and with a mighty swing it smashed the dog-like troll sending it spinning to the ground.

"Got quite a bit of power huh?" the fox said wryly.

"Eh when I want to." Responded the rabbit like creature.

While the cat's battled the vile beasts, Panthro was with Robear Bill in the Thunder Tank currently going head to head with the Conquedor's own vehicle the two ramming each other violently. Neither vehicle, despite their size difference, were overpowering the other. Till the Conquedor hit his brakes as the Thunder Tank attempted to ram the slaver again. It turned skidding on the ground then it was flipped as the vile vagabond rammed them again and again. The former general grunted as he held onto the controls the tank spinning wildly.

"Hold on little buddy!" he shouted.

"Please. Make. Spinning. Stop!" Robear Bill said, finally the capture vehicle stopped ramming them and then began to fire it's machine guns.

"Let's see how this new engine holds up!" Panthro said and he pushed the throttle blue plumes bursting from the exhaust pipes, and he drove straight toward the larger vehicle then he pressed the trigger. With a roar the claw-like protrusions shot forward and slammed into the bigger vehicle sending it flying! The Thundertanks Thunder Claws which were used as grappling hooks were powered by engine itself. It was a testament to the new engine that the Thundertank was able to send the Conquedor's vessel flying into the air. "Heh you furballs really do make the best!" the aged general shouted. The Conquedor crawled out, his slave vehicle's engine was shot having been jolted by the powerful impact.

"You damn Thundecats… DAMNED BERBILS I'LL-" He was cut off as something grabbed his neck and he was slammed into the ground. He grunted as he saw the Spirit Fox glaring at him. His eyes were blood red, his fur was standing on end and he was holding a rusty gladius but… it was changing turning black the blade extending with jagged edges.

"You shut up!" The voice was gravely and bestial, filled with palpable malice and hatred. Naruto glared at the wretched living being.

'_Kill him!'_ a voice hissed in the youth's mind, _'Kill this scum, this villain! He will only bring more pain! He's selfish, cruel and evil! Kill him for the good of all other life'_ his fingers gripping the changing Sword of Elements tightly as it continued to change.

"You have no right **none at all**! To complain I'll end your evil now!" And he thrust the blade down only for it to be knocked to the side by the Sword of Omens. It flew from his hand and onto the ground reverting back to its neutral shape.

"Naruto cut it out!" Lion-o shouted the fox turned his red eyes meeting the cyan blue eyes he then blinked and he released the Conquedor gripping his head as if in pain. "I should've warned you!" Lion-o said and he knocked the slaver's gun barrel aside preventing him from shooting at his recuperating friend. "Panthro doesn't like people messing with his tech, and my best friend," The lord of the thundercats "Doesn't like bullies!" The vile slave master snarled he rolled to the side and stood up aiming his rifle.

"What do I care? I'll get these worthless robots to build me another one better than before and there's nothing you can do to stop me!" Of course no villain no matter how powerful should ever say that. The lion's eyes blazed with a fury that would've made even the most hardened warrior quail. The Conquedor froze his finger refusing to move!

"You still don't get it do you!" Lion-o advanced as Naruto looked at his lord, "These bears!" He swung the sword only for his foe to block it with his rifle using its bladed attachment. "Are not!" he swung again for it to be blocked but the rifle blade and its wooden stock cracked! "Your property!" a final powerful swing that split the rifle in two! The Conquedor fell utterly cowed by the raw power this youth displayed. The other Trollog's and Giantor's seeing the defeat of their supplier turned and ran utterly losing their will to fight.

The young ruler aimed his sword at his foe who got up and ran also heading for the exit. Cheers went up as the defeated villains ran Lion-o smiled then he turned to Naruto and the smile faded. The Spirit Fox was looking at his hand which was trembling. The once white and gold fur was now jet black, it was the same color as the Yako, the young fox clenched it then he looked up at his friend. The lion lord walked forward and rested a hand on his shoulder. "You ok?" He asked, his eternal bodyguard shook his head.

"I… I don't know." He admitted, "When I grabbed him… I just… I wanted to kill him… but slowly… and-" he stopped a hard lump rising in his throat.

"Hey I got your back!" Lion-o assured, he only got a nod.

**-The Conquedor-**

"Dammit, damn it all! I gotta make myself scarce otherwise I'm-" He froze as he ran around the corner only to see a tiger, large, shirtless and with 3 large scar's on it's chest tossing a dagger up into the air and catching it by it's tip. He turned only to see Deidara there his clawed hand gently putting the finishing touches on a claw doll… the doll looked disturbingly identical to the Conquedor. He took a step back in fear. "D-Deidara! Mizuki! I… I ran into a snag you see I-"

"Shut up…" A low growling voice said from above. The slaver gulped, he knew that voice he looked up, above him dangling on a thick black string being with skin like a burlap sack, stiches crisscrossing the body, with green eyes, and wearing a mask that covered his mouth.

"K-Kakuzu…" The being raised a burlap hand and rubbed it's chin with two fingers.

"You owe me money… where is my money?" Kakuzu said in a growling tone.

"I-It's not my fault! I was gonna sell my latest catch when it got taken from me by-" Several strings emerged from the being's back and wrapped around the Conquedor's neck and squeezed tightly. The strangled slave gasped and gripped the cords trying to prey them off as it squeezed Kakuzu's skin began to ripple.

"So you ain't got my money, ey? Not good for you at all… you know what this means right?" The suffocating victim knew very well what it meant and he dreaded it with every fiber of his being. "Let's see," Kakuzu pulled down his mask and reached into his mouth and held up a large golden coin with two sides on it. "Which one will be your executioner?" And he flipped it pulling the masked up again. The coin flew up time slowing down as the Conquedor desperately prayed. He wouldn't get out of this… but was hoping to be executed by the tiger.

Time resumed and then the coin landed right at his struggling victims feet. On it was a set of claws. "Mizuki your up, when your done get whatever money he has, I doubt it'll be enough but every schillick counts," The tiger, Mizuki, chuckled and he tossed the knife into the dirt where it stood point first. He then advanced cracking his neck and holding up his hands the nails were clawed and a good 3 inches long and were red with the blood of previous victims.

Kakuzu let go of the slave merchant and he swung to the side then the string released what it was holding on and did a flip and landed on his feet he then walked away folding his hands behind his back, one could see 4 masks attached onto his back. "Who is next?" he asked the peacock as the Conquedor screamed the sound of ripping flesh and spilling guts mixing with his cries.

"Let's see…" The metal winged peacock said and he tossed the doll backwards Mizuki having finished ducked as it landed on the Conquedors bleeding and near lifeless body. The bodysuit was torn revealing a simian that was gasping and twitching. It raised its head to see the clay doll, which glowed then exploded utterly vaporizing him.

"Did you really have to do that?" Mizuki asked.

"What can I say my art has a mind of its own!" the peacock said smugly, and the three laughed high dark laughs as they walked into the setting sun.

**-The Thundercats-**

"I don't think the Conquedor or those goons will ever come back!" Lion-o said proudly.

"Not with the village fortified like this," Tygra agreed.

Panthro was adjusting the tank with Robear Bill he turned to the Berbil. "I have to admit despite your cuddly appearance you guys are grade A builders in my book." He admitted, the Berbil turned to the cat.

"Berbils. Love. Panthro." It then ran up to Panthro and held out it's arms. "Huuuuug!" it said a hint of joy in it's uniform monotone.

"A-A hug!?" the general looked away his face somewhat red. "I-i-I'm not much of a hugger," He said, a lie as he had hugged Naruto a lot when the fox was younger.

"Hug. Hug. Hug." It insisted, the panther smiled and he held out his arms.

"Oh what the heck," he said and the Berbil jumped into his arms the two hugging.

"BUSTED!" the large cat looked up to see Kit and Kat above him.

"Panthro's a big ol' softy!" Kit said in a husky voice.

"That a problem?" He growled, the two sat up their tails puffed up.

"Nope," said the female kitten.

"Perfectly cool," replied her brother, Panthro and Bill laughed.

Naruto watched them from a rock ledge, smiling slightly. He heard rattling and he looked to the left to see Shikamaru standing there, the Jackalope rubbed his large ears with two fingers. "You got quite the family." He said, "Wish my folks were that jolly." He turned to look at his fellow mystical being. "Then again it'd be pretty troublesome." He said.

"Well it's not so bad in the end." The fox admitted, "Just… wish that…" he paused then shook his head. "Never mind," He said and he stood up the Jackalope hopped over.

"Well just so you know… you're not alone…" he said.

"I know…" Naruto said smiling, "I have them," He pointed to the Thundercats who were gathering and turning to look at him.

"I wasn't talking about that… I feel… like you'll see soon enough," And then he jumped with enough force that dust exploded causing the spirit fox to raise his arm.

"Gghhh…" when the dust settled he looked to the sky but the aged yet youthful jackalope was gone. "I'm not alone…?" He was confused yet… if it meant what he thought it meant then…

"Hey Naruto let's get going!" Lion-o shouted, the golden furred fox looked at his friend then jumped down his mind plagued by that one phrase, _'You are not alone.'_

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><p><strong>And that's that hope you guys enjoyed it!<strong>


	8. Chapter 8

The Thundercats and the Spiritfoxes  
>Author: Silent Soul Ken<br>Rating: M  
>Reason: For violence, blood, future lemons, future Nudity and language<br>A/N: This chapter is a bit shorter than last but they'll be longer in future Either way enjoy!

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><p>Chapter 8<br>The Elephants and the Golem

Panthro drove the Thundertank through a rocky terrain with him was Kit, Kat and Snarf he glanced toward the book as it began to beep loudly. "Now we're cooking!" he said,

Inside the tank Lion-o, Tygra, Cheetara and Naruto were resting, suddenly on the view screen the panther's face appeared. "The book says the stone is straight ahead!" He said, Lion-o got up.

"Well then get this tank into high gear!" he urged.

"I'm not about to blow the samoflange again because your impatient! Slow and stead wins the race kid!" the general snarled and his face disappeared.

"Race? Now there's an idea!" Tygra said obviously hinting a distraction.

"Guys," Naruto warned.

"You're on," the Lord agreed.

"Hoo boy," The spirit fox muttered and he watched as the two exited from the back via doors on the ceiling. The two cats went down and the claws on the tank rose and beneath one of the wheels had an open top. They went into the wheels, which could also function as scouting vehicles Naruto had unofficially dubbed them Puma Pods.

"Get ready to lose!" Lion-o quipped.

"You haven't beaten me in anything in your whole life!" Tygra shot back, the top closed and a display turned on the pod-like bikes charged up electricity running along them.

"On the count of 3," The young ruler said.

"Alright," his brother responded, "One… two…" Suddenly Lion-o's pod shot out and Tygra shook his head in calculated disappointment. "Three," he said dully and his own bike shot out quickly catching up to Lion-o.

"They're beating us!" Kit said indignantly.

"They're not beating us because we're not racing!" Panthro snapped, the Thunderkittens pouted Cheetara who had poked her own head out smiled.

"What Panthro is trying to say, is that he doesn't mind losing." Naruto who had also poked his head out groaned putting a hand to his face.

"What is it with you guys?" he asked, his mentors ire though had been stoked.

"Hold on tight!" He said, "It's gonna get a bit rough!" and he gunned the engines the three unbuckled cats rolled to the back as the Thundertank roared speeding down the canyon. However even at full speed it couldn't catch up to the lightning fast Puma Pods.

"Looks like slow and steady doesn't win the race!" Cheetara said and she jumped out of the tank and onto the front.

"Where you going?" The old panther asked.

"To give these boys some real competition!" and she began to run speeding toward and past the two racing cats giving a roguish smile as she did.

"Haaaa I may as well give it a shot." Naruto said.

"What? But you can't do it on foot and they both got the pods out!" Panthro said.

"Yeah but I have the Sword of Light!" the spirit fox reminded, and he reached for the Sword of Elements grabbing the hilt and remembering the feeling of righteousness, justice and clarity the sword morphed into the massive and beautiful Sword of Light. "The third power! Light Burst!" His body began to glow and his fur turned from golden yellow to silvery white! His fur was longer and it waved in the air he smiled. "Gotta go fast!" he said and he ran a white blur.

"Show off," Panthro snarled.

Naruto quickly caught up with the others and to show off his skills he ran backwards. "C'mon you 3 you can't be this slow!" And he sped away a blur.

"Oh it is on!" Lion-o said and he gunned the engines and the pod sped away, the other two following afterward. Naruto laughed as he ran, jumped and sped through the canyon almost as if he was born to do so. However he was well aware of this bones rattling straining to maintain themselves as he pushed his body beyond it's normal limitations.

'_I gotta train so I can withstand this level of exertion.' _He ran heading down the path and stopped when he came to some steps he held up his greatsword and swung it and he was freed of the Light Bursts effects. The sword morphed back to it's neutral form. "So… this is where the other stone is," he got down to one knee as the exertion from running came. His legs feeling like they were on his fire and his feet ever so sore, sighed then he sat down to relax his sore and overused muscles. As he sat there he heard explosions and turned his head to see fire and smoke rising up. "Oh boy what did they do thi-" he stopped as he looked at the Sword of Elements. It was pulsating with white shining light at regular intervals. He grabbed it and held it up when he did it morphed into the Sword of Light and a familiar voice rang in his head.

"_Hey kid! The Earth Elemental Sphere is close by!"_ came the voice of the Spirit of the Light Elemental Sphere.

"Close by? Where?" He demanded.

"_I could tell you but if I did you wouldn't learn anything, bye bye!"_ he was about to speak when he heard a pod rumbling and he looked up to see one then Cheetara and then another come in along with the Thundertank behind them.

"Looks like you lose Tygra," Lion-o said proudly.

"So did you," Tygra snapped back.

"Still you lost," his brother persisted.

"I didn't think anybody could be faster than me," Cheetara said a bit miffed, "Still it took a toll on you." Naruto just nodded then he slid the Sword of Elements into it's hidden sheathe. He stood up the soreness fading now.

"I'll be fine," he said she nodded, Panthro and the others hopped out of the tank and looked at the steps. They were massive and there was a lot of them the group looked at each other.

"Looks like only way to go is up." He said and they all began to traverse up the stairs. As they did Naruto was filled in the details of the race.

"You two need to be more careful," he reprimanded Kat.

"It wasn't my fault," The male kitten pouted.

"Wow." When they got to the end before them were massive gates of stone and when they walked in saw that everything else was just as huge! "Everything is so huge." Lion-o muttered then he saw the first of the massive grey skinned Elephants sitting down, legs crossed, eyes closed, dressed in a simple robe with a single sash across the shoulder and hands in a certain position.

"The Elephants," Naruto said "Aw great, we're about to meet one of the more troublesome races on Third Earth." He moaned.

"They look like they could put up a fight." Tygra acknowledged.

"It's not a fight that makes them toublesome, it's… you'll see in a minute," Naruto said.

"Hmmm we'll see." Lion-o said, and he cleared his throat. But the Elephants didn't even flinch. "Excuse me!" He shouted and that seemed to work as they opened their eyes startled. Then one stood and Lion-o found his back bending as he looked up into the massive animals face. "Sorry," He muttered, "I am Lion-o Lord of the Thundercats!" he said

"I am Ahbern," the elephant replied, "and you are?" he asked.

"Here we go," Naruto moaned.

"Um… Lion-o Lord of the Thundercats," the young ruler repeated.

"Welcome Lionell." Ahbern said.

"Lion-o," the cat replied a slight steel in his tone.

"How can we assist you?" The elephant asked.

"We're looking for a magical stone," He said.

"We believe it's in your village," Cheetara supplied looking around slightly.

"What is?" the elephant responded.

"Kind of forgetful isn't he?" Kat said.

"And here it is the elephants infamous memory." Naruto said aloud.

"I think he's cute," Kit cooed much to Naruto's and Kat's ire.

"Listen, Ahbern we're looking for a stone like this." He said tapping the Eye of Thundera with one claw.

"When did you lose it?" Ahbern asked Lion-o's eyebrow twitched in annoyance.

"Kid what can you tell us about the Elephants?" Panthro asked.

"Jaga dealt with a few before he said they are, big, spiritual, wise, and cheerful but their memory is utterly laughable yet apparently if something is important enough they remember that." Naruto replied, "That being said he admitted that he learned a lot from them far more than what he knew when he first met them." He concluded.

"You gotta be kidding me," the panther said irritably.

"I can't remember the last time we've had a cat here," said a elephant, he looked aged and had a staff in hand.

"I bet," the spirit fox said his tone with a hint of mockery.

"nor one of your kind," the elephant said looking at Naruto, "It is a shame your people have taught us much and they used to visit us often but not within the recent years." Naruto blinked.

"Uhh…" he was speechless, "Forgive me but… you know of the Spirit Foxes?" he asked.

"We do they taught us many things though I must admit we have forgotten few things we do remember though the most important of their lessons." The young fox gave a slight smile. "I am Ahnet now you are looking for the spirit stone correct?" the old elephant said turning to Lion-o.

"Yes," he said liking the directness of the aged elephant.

"Feel free to look around then," the young lord did so then the elephant laughed.

"No, not with those eyes," he said, then he pointed to the Sword of Omens, "With that one," everybody's eyebrows raised in surprise. "Yes I can sense it's power, come with me," he said, and Lion-o did so.

While Lion-o went with Ahnet the other's busied themselves, Naruto and Panthro carrying large basket's filled with fruit. Naruto was helped by another elephant who used it's trunk to help him. "That's a lot of food Ahbern," Panthro noted.

"Yes it's for the harvest and it must be moved for safe keeping!" The elephant replied.

"How come?" the general asked.

"I… don't remember," The elephant said.

"Of course you don't," the cat said sourly, Naruto was thinking there was one more thing about the elephants that Jaga told him but he couldn't remember what. Well he would figure it out later.

"Hey Ahbern have you ever heard of the Earth Element Stone?" The elephant blinked thinking.

"No," he finally said.

"Hmmmm…" The spirit fox turned to where Lion-o was standing with Ahnet. He helped set down the basket of food and he stood there. Then his ears flicked as a ringing filled his head. He winced then clapped his hands over his ears the ringing intensified. "What's… that noise?" he growled, Panthro looked at Naruto.

"What noise?" the spirit fox though was on his knees.

"Make it stop!" He shouted, and everyone was turning to him as he slammed his head into the ground. "Stop it, stop it, stop it!" he shouted then they all heard it a loud buzzing to the other's it was just casual noise but Naruto could hear a ringing in the buzzing and it was piercing into his skull and mind burning away thought and reason. "MAKE IT STOP!" He shouted aloud and he began writhing and rolling then he fell into the water.

"Kid!" Panthro shouted, then he turned to the source and saw insects flying heading straight for the pile of food. "Those bugs are the source?" He said and he pulled out his nunchucks.

"Panthro!" Lion-o ran forward his own sword drawn.

"What are these things?" the general demanded.

"They call them Wraiths they're here for the harvest." Cheetara and Tygra appeared.

"What are the elephants doing?" asked the brother to the lord, they turned to see Elephants meditating, Lion-o walked up to Ahbern.

"Aren't you gonna do something?" He demanded.

"But we are. We are understanding." He said sagely.

"Well the Thundercats do things a little differently," And the young cat drew his sword. "Thundercats ho!"

In the pool of water Naruto laid at the bottom his eyes closed, the ringing now a light buzzing. _'Those… bugs… seem familiar.'_ He then felt it the pain in his mind signaling another imprinted instinct coming to his mind.

_Several Elephants were panicking as insects flew in they swatted and tried to stop them from stealing their food. Then a Spirit Fox appeared in front of them, he then spoke. "Everything that happens happens for a reason, look at the bigger picture dedicate your lives to doing what you do for a reason even if you don't remember why. Know that it is for a good reason." The elephants paused as the spirit fox then sat down legs crossed and hands on knees. "Come let us meditate so that we can understand why this is happening." Slowly but surely the other elephants followed suit._

Naruto opened his eyes, _'He could withstand the noise those bugs were making…. But how? My head felt like it was going to explode.'_ The spirit foxes ears were far more sensitive than most animals on Third Earth a select few creatures also had their level of hearing. He remained underwater till the buzzing stopped and then he surfaced he could hear the slight ringing but it was too far away to drive him mad.

"You ok?" he turned to see Kit looking at him worry and fear in her eyes.

"Yeah I'm fine now," he placed a hand on her head rubbing it, she purred slightly.

"Naruto! You alright there pal?" The other cats surrounded him.

"Yeah now I am," He said, "sorry but those… Wraiths were driving me crazy that ringing was annoying." The other's looked at each other.

"What ringing?" Tygra asked.

"You guys wouldn't be able to hear it but I could those things make a ringing sound as well it was driving me nuts. It's like taking a horn and blasting it straight into my brain." The young fox explained.

"It seems you have not learned proper focus and attunement of your mind yet." They looked to see Ahnet walking forward.

"Proper focus?" Naruto asked, "but I think I'm plenty focused as it is." The other cats nodded in agreement.

"Perhaps when it comes to priorities yes but you lack focus of the world around you. It is that reason why the sound of the Wraiths buzzing was so painful to your ears." The fox blinked.

"So… you're saying that with focus the buzzing… wouldn't bother me?" he asked slowly.

"Correct, in order to withstand the sound of the Wraiths you must focus on something else and also you must understand that the Wraiths are part of a bigger picture and is a part of nature and like most things in nature it cannot be stopped but it can be ignored." Naruto sat there thinking on it.

"I'll try," he said, "Can you teach me?" he asked.

"But of course," Ahnet said, "It is a great honor to teach the descendant of our teachers." And the two walked away.

"Does that mean that these guys are like this because of the Spirit Foxes?" Tygra asked.

"It seems that way," Cheetara said.

"Kinda different from Naruto," Kat pointed out.

"It's possible back then they were a more peaceful race, that being said I don't doubt that on the battlefield they were powerful and fierce fighters. Naruto mastered his particular weapon style at a very young age in fact he mastered more weapons at your age than I did in my time as a general of the Thundera Army. In fact it was as if he knew how to use those weapons before even grabbing them." Panthro informed.

"No way, so he could use even your weapons?" the male of the Wily's asked.

"He could and probably even better than we could." The general admitted, there was a silence as they all processed that.

"Well I'm gonna try to make his burdens slightly less," Lion-o said.

"What do you mean?" his brother asked.

"I'm getting rid of the Wraiths." The lord informed.

"Somehow I don't think that's a good idea," Cheetara said.

"Only one way to find out," the hot headed lion argued, and he left heading for the last direction he saw the Wraiths go.

Naruto sat in a chamber cross legged, with Ahnet sitting across from him. "So how will I master my focus?" he asked.

"In this room there are 4 poles that produce a sound that will be debilitating to you, in the meantime you must focus on this." The elephant pulled out a piece of paper he laid it on the ground and flattened it. It was a drawing of many animals squashed together in a confusing sprawl these animals were different as they appeared to be on all fours like beasts almost not the animals of Third Earth. "In this drawing there are 6 animals that you must find. A goat, a lion, a wolf, a fox, a rabbit, a mouse, and a fish, when you find them take these stones and place them on top of each animal. And be careful I've looked at this picture many times and yet I cannot remember where the animals are… it almost seems like they move each time I look." Ahnet said rubbing his wrinkly head. Naruto gave a slight chuckle at that. "Are you ready?" The elephant asked.

"Yes," the elephant stood and he raised his staff and tapped on rod, the rod began to vibrate as it did it began to produce a ringing that made Naruto's ears flick repeatedly.

"Begin," the elephant said, the spirit fox cast his gaze down to the paper. The drawing was skewed with over hundreds of animals some seeming to merge with one another. He looked closely trying to distinct one from another when another rod began to vibrate and ring. He winced his ears flattening on his head lessening the ringing slightly.

'_Don't worry about the sound focus on the drawing.'_ He squinted and gave a start as he saw a rabbit under the front legs of a leaping tiger. He took one stone but the ringing intensified as another rod began to ring. He closed his eyes his head turning involuntarily as the ringing began to worm into his mind. _'Focus dammit!'_ he berated and he opened his eyes staring at where the rabbit had been… but it was gone! In it's place was a monkey!

'_is this what Ahnet meant!? Is the picture… is it… alive?'_ he couldn't ponder on it any longer as the fourth rod began to vibrate. He clutched his head, slamming it on the ground, "AGGHHHH!" he shouted and he began to roll on the ground. "STOP IT!" he shouted writing on the ground and suddenly the ringing grew softer then it vanished. He opened his eyes staring up into Ahnet's face and trunk who seemed cheerful despite what happened.

"Perhaps it is too early for you to learn at the moment." The elephant said. "It is difficult to explain this type of focus, it is concentrating on one thing while remembering that there is a bigger universe. A universe you are part of and must commune with it, not fight it." Naruto laid there.

"A bigger universe… commune with it." He said, "Hmmm…" He got up and walked out Ahnet watched him silently then he stroked his trunk thoughtfully.

"He reminds me of someone… yet I cannot remember who…" The elephant said pensively an ever light smile on his lips.

Naruto walked out the massive doors swinging behind him to close, as he walked out he heard Kit playing her usual song and, after some slight searching, went up to her and Kat to listen. She paused when she saw him and he gestured for her to continue she nodded and did so. He leaned back and his ears wiggled and turned slightly to better listen.

Kit loved playing this lullaby… it reminded her of the home that was waiting for her and her brother to come back with riches. She had played it for so long that she had memorized and could even hum it if she wanted but she preferred to play her flute. She also was pleased that Naruto enjoyed it as well. As she played though a familiar voice spoke. "That song you are playing it sounds… sad." And they all turned to see Ahbern standing there.

"It's a lullaby, our mother used to sing it to us," Kat explained.

"While you miss her greatly know that she lives on through your song." The elephant said sagely, the female kitten blinked then she looked at her flute and smiled heartened by the bit of wisdom. "But please I didn't meant to interrupt." He reproached, she smiled and played again but shortly after she did a strange sound emerged and they looked to see Ahbern holding his trunk making a strange trumpeting sound! Her eyes widened and she began to play again this time the elephant played with her, the two sounds which should've clashed horridly were now working in tandem with each other creating a strangely wonderful melody. As she played more elephants came by enchanted by the music and two stomped their feet in rhythm and Kat also getting the musical bug reached into his pocket and pulled out his string and began to strum it. A melody was filling the air that caused all elephants to gather joining in and adding to the music. Naruto watched and as he did he saw ghostly images. He blinked but the images remained, he saw Spirit Foxes men and women dancing looking joyful and invigorated.

He watched them continue to dance as the melody reached a crescendo and as a the shrill whistle of the flute sounded Naruto's ears folded down and he clapped his hands over them. As he did though he saw rocks begin to explode utterly destroyed by the sound of the melody, this caught Kit by such surprise that she stopped playing. The elephants gathered stopped too then they chuckled heartily. "What just happened?" she asked them.

"It appears we have achieved perfect harmony." Ahbern explained, "A beautiful and powerful thing." The thunderkitten looked at her flute with a new sense of awe and respect..

"Wow!" was all she could say.

"Yikes that hurt my ears a bit," Naruto said digging a finger into one, "Still that was a great song you guys, you should be a band." He joked slightly.

"Oh stop it," Kit said blushing.

"By the way either of you guys seen Lion-o?" he asked, the two blinked and put their fingers on their chin.

"Oh yeah that's right," Kat said, "He said he was gonna get rid of the Wraiths."

"WHAT!?" the spirit fox shouted so loudly and suddenly it caused even the elephants to jump in surprise. "That idiot if he does that something bad'll happen!" he turned then he froze. "I have no idea where their nest is." Naruto said hands folded across his chest.

"What do you mean something bad'll happen?" the male kitten asked, "Isn't it a good thing if it stops them from taking the crops?" Ahbern though knelt down.

"I'm afraid Naburo is right." He said.

"Naruto," the spirit fox said slightly indignantly.

"The Wraiths must not be disturbed otherwise something terrible will happen." He said.

"Which is?"

"I don't remember but it's a good reason!" the elephant insisted.

"Hey everybody!" Lion-o shouted.

"Lion-o! Please tell me you didn't mess with the Wraiths" the ever faithful bodyguard asked.

"They won't be coming here ever again." The lord said proudly.

"Oh great… now because of that something bad, which I have absolutely no idea about, gonna happen." The spirit fox said his ears flattening on his head.

"Wait what?" the lion was confused.

"What Naruto is trying to say Lion-o is that the balance of nature has been tipped due to your actions and now everything is out of balance, while it's true that the Wraiths took our crops the buzzing of their wings kept a much larger threat at bay," It was then that the ground shook everyone went to the source and the cat's all gasped at what they saw. It was a giant humanoid made entirely out of stone with a tree on it's massive boulder head. "The Wraiths only took our food but this creature will take more than that." Lion-o stared just now realizing the error of his actions.

"I didn't know," he conceded.

"We elephants may not remember much but we do remember that there is a delicate balance in nature." Ahnet said and he went to meditate on the subject to best decide the course of action needed to deal with this new and old threat.

"Are they seriously gonna meditate?" Tygra asked, Naruto looked at them then at the giant, he clutched his head as a single word reverberated in his skull.

"That's… a golem." He said.

"A what?" the cat's, minus Kit who was with the elephants mediating, turned to him.

"A golem it's a being that's usually made out of stone or even metal and given sentience by some magical force but… I don't know what to do to beat it." He explained.

"Well let's start by smashing it to bits!" the lion said brazenly and he charged crying out his normal thundercat's battle cry. The other's joined but Naruto sat back watching closely. The other's charged swinging their weapons to attack destroying the golems structure by hitting it's legs and arms. It groaned as it was attacked then it all fell apart. "Ha that was easy!" Lion-o shouted.

"A bit too easy," Naruto agreed, it was then he saw it. The tree was glowing and as it did the rocks began to float up then began to reassemble the golem, each parts sliding back in and within seconds the golem was whole once again. "So that's the weakspot." And he pulled out the sword of elements turning it into the sword of light. He held it at the ready watching as it trapped his friends in a stone cage. Then it resumed its climbing.

He inhaled deeply then he ran heading straight for the golem it paused and the tree glowed rocks floating up. The spirit fox held up the sword of light and it glowed. "The Second Power Light Slash!" And he swung it, waves of light slicing the rocks he roared as he held up the blade with both hands ready to plunge it down into the tree. Suddenly roots emerged from the head and wrapped around him it pulled him viciously toward the tree and he grunted and strained. It was pulling him his body merging with the tree then he was gone.

**-?-**

Naruto landed on a ground of white and he groaned pushing himself to his feet. "I didn't expect to see another Spirit Fox ever in my lifetime." He turned to the source of the voice and saw what looked like a humanoid made entirely of rocks Naruto glanced and saw nine rock tails waving behind.

"So you are the Orb of Earth's Spirit?" he asked the stone creature.

"Among other things yes… why are you here?" the elemental asked.

"To find the orbs to complete the sword of elements, I was told by Tsunade, the spirit of the light orb, that you were close by so… I'm here to find you honestly I didn't expect you inside a golem." The spirit fox said. "I need your power, will you join with my sword of Elements?" he implored.

"No." Was the simple reply.

"What? Why?" he asked utterly surprised, "I need you to help fight against Madara and Mumm-ra to make the world a better place!"

"Fighting does not make things better it makes them worse. All that fighting does is bring chaos, destruction, and division. I will not let my power be used for such pointless causes no longer. I will no longer butcher anyone ever again." The earth spirit said stoically.

"B-But this is for a good cause!" the young fox insisted.

"Good? What's good about murdering mothers and father's? What's good about orphaning children or butchering them? What's good about ruining the lives of folk who wanted no war? Absolutely none at all! I refuse to be a tool of war!" Naruto gritted his teeth angrily.

'_This guy is quite literally like a rock! He absolutely refuses to budge even an inch!'_ he gritted his teeth, _'This is almost as annoying as those rods in-!'_ it was then that the words of Ahnet echoed in his mind.

"…_this type of focus, it is concentrating on one thing while remembering that there is a bigger universe. A universe you are part of and must commune with it, not fight it."_ Naruto stood there then he sat down closing his eyes, and he inhaled deeply his chest swelling… then he gave a gentle exhale and opened his eyes.

"You do realize that what you are doing is causing more suffering than before right?" The spirit fox said.

"What?" the rock seemed to turn to face him and he could see glowing yellow eyes on the top of the rock that made the head. "What are you talking about?" the young fox put his fingers together.

"Well think about it this way. The golem you created, what did you want it to do when you did?" he quested.

"Obviously to protect me from enemies that wanted my orb," the now calm fox nodded.

"I see… let me ask you can you control it?" the rock thing shifted.

"N-No I let it do as it pleases."

"Ah then you are unaware that it's become a threat to a village of animals did you know that? And because you don't control it, it destroys their homes and crops!" Naruto informed.

"W-What?!" The rock thing shifted as if standing now, "How can this be?"

"Not only that but there are dark forces at work, forces that want you and in their search for you they have begun to murder, pillage, rape and enslave all that oppose them! The kingdom of the cats is in ruins! And my people, OUR people, are more or less extinct! You could've used the golem to save some of our people. But you know what you did? You sat here in your golem and let our people be slaughtered and to top it off your creation is now destroying innocent and pure animals lives. In your devotion to non-action you have caused more pain than you ever have done." The rock creature was silent. Then the rocks began to crack then break, then they exploded violently! But Naruto didn't put up his guard as the rocks flew through him. He blinked though in surprise sitting there leg's crossed was the Earth Spirit Fox. It was tall, taller than Naruto but also slightly chubby, it had reddish brown fur and nine brown tails with bright red tips, it also had a mass of spikey hair that ran down the back of it's head and neck and when it turned it's face was a creamy white with red spirals on each cheek. What surprised the golden spirit fox the most thought, was that it almost like it was his age, "Whoa you look… pretty young." Naruto noted.

"I'm 983 years old, and one of the younger masters of the elements. My name is Choji the Spirit of Earth and the Elemental Orb of Earth" the golden furred fox nodded and held out a hand, the brown furred spirit fox looked at it then at Naruto, he then nodded took the hand and shook.

"Name's Naruto," the spirit of earth nodded.

"A pleasure I hope to be able to help with you wielding my power," the younger fox grinned.

"Cool now then let's get this golem taken care of!" he said.

"Ahh yes… the golem, well... this is embarrassing... but... I lost control of it centuries ago, and I can't do anything to it in here... I would need to be outside to get rid of it..." Naruto blinked

"Ok then… I guess we'll need to-" but he was cut off as a loud ringing suddenly began to sound Choj flattened his ears and put his hands over them Naruto winced and also did the same.

"What's that noise!?" He shouted.

"I don't-!" the light expanded engulfing them both.

**-Elephant Village-**

The elephants and Kit were sounding off the note of pure and powerful melodic harmony the stone giant falling apart piece by piece and the tree break apart as it's body was destroyed by the sound. They stopped as the tree fell a broken mess and cheered loudly Kit joining in then she saw something moving in the dust cloud and she gave a hiss. The elephants saw it too and muttered quietly. Suddenly it began to cough, "Agh well this is- ahah! This is just great I finally get the Orb of Earth and try to find a way to bust out when your music does the job for me!" Naruto walked out coughing and waving the smoke away. Kit overjoyed ran up and hugged him tightly.

"You're ok!" She said, he laughed, and rubbed her head affectionately.

"Of course I am!" he replied, he gently pushed her away and pulled out the sword of elements, in the many slots on it was a brown orb that glowed. "Look what I found," he said, she looked at it, she poked the orb which, like the orb of light, was as big as her fist.

"Cool! So what does it turn into?" she asked.

"Not sure let's find the other's first then we'll see ok?" he asked, she nodded. He tuned just in time to see the others walk back.

"So I see you took care of it," Lion-o said without a trace of surprise or bitterness.

"Who me? Heck no if you wanna know, Kit and the elephants beat the golem." Naruto said gesturing to them.

"What? You can't be serious!" Panthro remarked.

"Mmmm!" the young fem kitten stuck out her tongue childishly.

"Trust me Panthro she saved us all." The spirit fox said rubbing her head.

"See boys? Girl power wins," Cheetara said proudly.

"But you got captured with us as well," Tygra pointed out.

"Shut up," the cheetah turned away flushing.

"Anyway guys, I found it," and the spirit fox held up his sword of elements, "The Sword of Earth!" he said.

"Whoa let's see it!" the lion said, and the others agreed urging him. He gently pushed Kit back and closed his eyes.

'_Earth, solid, strong, and immovable against force, yet can be moved with patience, ingenuity and understanding!'_ the sword began to morph, it became bigger, heavier a blade appearing and a strange part as well that seemed somehow awkward, like a small axe, the blade also began to steam and as Naruto held it he felt it dragging him down, the weight utterly incredible in his hand! Sweat fell down his face as he tried to hold it steady only to fall as it finished it's transformation. He looked at it, the sword was brown with a thick edge, and the strange axe like protusion on the tip. He grabbed it and tried to lift it only for to barely rise up. He grunted then his sweaty fingers slipped and he fell back and onto his butt. He looked at it the sword as it slow transformed back to it's gladius form.

"What an unusual weapon," Cheetara remarked, "I've never seen anything like it," She said.

"Neither have I," Panthro said, "And I've seen some pretty weird ones." Naruto looked at the sword and at the orb of earth.

"Geeze this thing is so heavy and how do I even use it?" He breathed.

"You know it looks pretty intimidating but… ultimately it's a bit worthless," Tygra said snidely. Cheetara whacked the back of the tiger's head in annoyance. "Ow!" he rubbed the back of his head.

"Worry not young spirit fox," Ahnet walked up, "You will find the strength and secret to your weapon eventually, like Lion-o you must be in harmony with your weapon and work together with it, not fight it." The spirit fox nodded. "Lion-o do you understand what I mean now?" The lord looked at the sword of omens still in his hand then he held it up concentrating letting the Sword of Omens be an extension of his being putting his spirit into it.

"Sword of Omens! Give me sight beyond sight!" And the hilt guards extended the gem glowing and Lion-o saw clearly the stone, the pinkish red stone and then the view changed and his eyes widened as he saw… "It's in the hut!" He shouted, and he lowered the sword and ran heading straight for the giant stone hut. He opened the door and looked expecting to see the stone only to see a blank wall with a broom. "But… I saw it! It was right here!" the other's walked up to him and he turned to the elephant elder his eyes confused and frustrated.

"Perhaps a different approach is in order," Lion-o looked at him confused but hopeful. "Go to the forest of Magi Oar one of the most enchanted places in all of Third Earth. There the power of the sword should be amplified as well as your connection with it. As for you my young yet ancient friend the answer to your Sword of Earth can lie there as well." Naruto blinked then he held up the gladius and looked at the Earth Orb then nodded.

"So how do we get there?" The lord asked.

"Well um… it's just… wasn't it…?" And he turned to Ahbern to discuss it.

"I was just there…" and he rubbed his head while the elder stroked his trunk thoughtfully.

"Oh brother," Panthro groaned.


	9. Chapter 9

The Thundercats and the Spiritfoxes  
>Author: Silent Soul Ken<br>Rating: M  
>Reason: For violence, blood, future lemons, future Nudity and language<p>

**A/N: Here it is chapter 9 next chapter will be an extra chapter and hopefully you'll enjoy it and the crazy shenanigans planned for it!**

* * *

><p>Chapter 9<br>The forest of Magi Oar

The Thundertank roared down the road Cheetarah and Tygra sitting with Panthro. There was silence for a few minutes then the general broke the silence. "Still trying?" he asked simply.

"They've both been at it since we left," the female monk confirmed.

"It's kinda sad really Lion-o's trying to master Sight beyond Sight while Naruto's trying to figure out how to lift up the Sword of Earth." Panthro grumbled at that.

"I'm surprised he's having a hard time, kid might not look it but he's very strong." He put in, "Besides he's got that thing with weapons." He acknowledged.

"You mean his imprinted instinct?" Cheetarah questioned, he nodded, "Indeed because of that virtually no weapon is a mystery to him." Her voice held a slight hint of admiration.

"Too bad it's not working for him here." Tygra cut in.

"I can't exactly blame him, I've never seen a weapon like that in my life, and I've seen some weird ones." The panther defended, silence surrounded them again.

**-Inside the Thundertank-**

Naruto looked at the Sword of Elements with a scrutinizing glare. While Lion-o gave an equally scrutinizing glare to the Eye of Thundera, Kit and Kat watched them quietly, curiously their eyes wide with worry and excitement.

"Why can't it work!?" The two said at the exact same time, they paused then looked at each other there was silence then they both sighed. "No luck either huh?" Lion-o asked.

"It's not a matter of luck Lion-o but… well understanding," Naruto said.

"If that's the case I'm not sure why you can't pick up the Sword of Earth," his cat friend responded.

"I know it's weird it's like… I kinda know what it is but I have no knowledge on how to hold it, or even how to use it as a weapon." The spiritfox looked at the sword of Elements then he thought of the Spirit of Earth calming himself and centering his being and solidifying his thoughts. The Sword of Elements morphed into the Sword of Earth and even just holding it caused him to strain as it's huge weight dragged his hand down. He grunted then thought of the feeling of justice, to protect his friends and he felt the sword lighten as it smoothly switched to the Sword of Light. He sighed and lowered the sword putting the hilt to his forehead.

'_What else is there? What else is there to the element of earth?'_ suddenly he felt the tank jerk and he looked up at the small screen, where Panthro's face crackled on.

"_We found the place you better come take a look."_ The four got up, heading to the back as Lion-o casually activated the rear doors. They walked out and instantly became aware of the darkness, they got out and looked around. They saw massive trees that extended upward seemingly forever, large bushels of leaves hiding the sun from view at the top of those trees.

"This place is filled with magic." Naruto said instantly, for he could feel power bathing him like a mist it came from the trees… and yet something about this place was familiar to him. _'Why do I get the feeling that… either I've been here before… or…'_ he was brought out of his thoughts by Snarf shrieking with fright. He turned to see Kit and Kat had scared the poor thing by pretending to be ghosts.

"Hey cut it out you two, he's never done anything bad to you has he?" He asked they frowned and kicked the dirt ashamed, then Panthro shouted.

"We need some firewood Naruto take the two brats and find some." The spirit fox frowned but nodded.

"Come on you two," He said and the two groaned but followed him.

**-Several Minutes later-**

"Try to get branches on the ground." Naruto said and he bent down to grab a few Kit and Kat followed in his footsteps and actions.

"So you gonna confess?" Kat suddenly said, the spirit fox turned to the two confused, he was about to open his mouth when he saw that young cat was looking at his sister.

"Confess what?" She asked.

"Oh nothing just that you have a crush on-OW!" Kit spun around and threw a stick with surprising aim at Kat hitting him right on the nose, Naruto couldn't help but laugh.

"W-What's this about a crush Kit?" He asked, after some time.

"Nothing! And you shut up about it or I'll stomp on your tail!" She said raising a stick threateningly.

"Geeze relax, little wildc-"

'_**Brother…'**_ he paused his ears perked up he looked around, but saw no one.

"Naruto is everything ok?" Kit asked her temper doused.

"Huh?" He looked at her, "Y-Yeah, um, how many sticks did you get?" She raised up two, "Well find some more, I'm gonna head over here you two stay in this area ok?" She nodded and Kat who had recovered also nodded. Naruto went through some bushes to find some more sticks. He traversed through some more bushes finding sticks here and there. When he got a good arm full of them he nodded and began to head back. He found Kit and Kat sitting down their tails erect and puffy, their eyes wide with fear, and sweat beading off their fur. "What's up?" He asked they jumped and turned their heads the moment they saw him they ran toward him and hugged his legs tightly. "Whoa, whoa, whoa what is it you two?" he asked.

"G-G-G-G," Kit stammered.

"What!?" he asked now frustrated.

"Ghost! We saw a ghost," Kat said.

"Ok guys joke's getting old now," the golden furred fox said and he walked away, "Get those sticks," he said and they grabbed a few and quickly followed after him.

**-The Thundertank-**

"Sword of Omen's give me Sight beyond Sight!" Lion-o said the blade held in the usual stance but the stone gave a weak hum then a spark. He sighed the blade shrinking and slotting it back into his gauntlet holster. The others were pulling out stuff for camping, he walked past Tygra who had gotten some sleeping mat's out. He looked at his brother.

"Anything?" Lion-o shook his head.

"I don't understand why the elephants sent us here, the book says the stone is in the village the sword does too." He pointed out.

"Maybe you're not seeing the forest for the tree's Lion-o." Cheetarah put in, "We might not be able to see why yet, but coming here can be the key to finding it over there." She said sagely.

"She's right," the tiger agreed, "Like Naruto said earlier you can feel the magic is heavy in this place."

"Wow for once Tygra said I'm right!" The golden furred fox said as he walked out with a bundle of sticks Kit and Kat behind him still with puffy tails.

"What's wrong with them?" Lion-o asked.

"They said they saw a ghost." Naruto informed.

"Really?" the lion lord said smirking.

"Well…" Cheetarah began and she walked to a tree and put a hand on it. "I do feel another presence, of a cheerless and gloomy nature." She admitted.

"Hmmm…" Naruto set the sticks down and then looked at the trees. There was something strangely familiar about them. He blinked and he could see the trees being much smaller, he blinked again and the image was gone he rubbed his shoulder suddenly on edge and alert. "I-I'm gonna go for a walk." He said and he turned walking away the others looking at him curiously.

"Has anybody notice that Naruto's been a bit odd since we got here?" Cheetarah asked, Lion-o and Tygra shrugged.

"Must be this talk of spirits and ghosts," Panthro said, "They give me the creeps."

"Or maybe he's just frustrated with trying to figure out how to work the Sword of Earth." Lion-o suggested.

Naruto walked away his feet leading him more than his own will. As he looked around he could feel the familiarity welling up inside of him and the nudge of a memory that was imprinted into his very soul. **'Brother…**' he paused looking around, he carefully placed his hands on his swords ready to defend himself. both of his single-edged swords. He looked around the swords held in a defensive posture. His feet were placed solidly in the ground so that his formation wouldn't break. He stayed like that then lowered his sword, the moment he did though he saw a shadow from the corner of his eye and he turned and spun forward slicing a tree trunk as he did. But the moment he did so a howling emerged from the tree he landed and looked at the slash marks in the tree. As he watched a green mist began to flow out and it began to take form! He watched, unable to move as the mist formed a bird-like creature with a wispy and ragged body. He stared at it then his senses returned and he tightened his grip on the sword ready to attack.

"Why do you raise your sword against your kind?" A voice said, he heard feathers ruffling and he spun around his blades raised but stopped when a stream of white birds flew at him. He grunted and he spun downward and kept low to the ground. The birds flew above him and in that instance he saw that the birds… were strange, they didn't look like normal birds. In fact they had very angular features and… he sensed something heading towards him and he rolled away and got to his feet mid roll. He looked and saw the bird ghost flying toward him he raised his swords and slashed, only for the creature to dodge them easily!

He began to shout as it rammed into him he fell back onto the ground and writhed as images suddenly began to pop into his mind.

**A group of the bird costumed people were surrounded by a giant bird with large yellow eyes and strange ears. They were going about their business in a village, with strange garments yet acting like any other village. Two bird people were standing over someone then they stood aside and a fox looked at them expectantly and they nodded.**

**Fires burned, and a Yako appeared and began to cross swords their blades clashing then the Yako spun and the bird's guard was thrown and the Yako stabbed with decisive force. The bird stood there then it fell the sword still embedded and as it fell it's head suddenly fell off to reveal…**

The ghost flew out wailing as it did and Naruto laid there his eyes wide with horror, shock and anger. He sat up and tried to process what he had seen, if he wasn't hallucinating then the bird thing was… "You have seen it haven't you Spirit Fox?" He looked up to see… he squinted then he realized, it was a crane. The crane was somewhat unusual it with a blue forehead that was made in a diamond shape as well with blue tips on its wings. It's long beautiful neck also had some blue feathers in rings along it, it's face was humanoind however she had a slightly long beak typical of a crane. She was dressed in billowing robes that almost hid her bird-claw hands. "The memories of the spirits?" He watched as it walked forward with long, graceful bird legs he raised his sword again.

"Who are you?" She paused then bowed.

"My name is Konan, I am a Paper mage and a servant of the Guardian of the Forest." She said.

"Uh huh… what did…" he hesitated wondering if he should even ask. "What did I see?" he finally asked.

"What you saw were memories," she said raising her head to stare at him with blue eyes. "I can tell you more, but only if you can keep up with me. Her wings opened and she crouched then leapt to the air!

"W-Wait!" he shouted, but she was already flying away. He growled then sheathing his blades he began his pursuit running after her jumping onto tree trunks to keep his momentum high. She turned her head toward him then back forward and she veered to the right. "Wait!" He shouted again and he leaped after her and when he landed he found himself in the moss covered remains of a settlement. He paused then turned when he heard the wing beats and saw Konan the Crane had landed. He looked at her for a few seconds then turned to the settlements and walked to one. He held out a hand and touched the moss the moment he did memories began to flood into his mind.

**The spirit foxes were being killed one after the other and as they fell, so did the beaks revealing more and more spiritfoxes. As they laid there dying they began to mutter, "Of broken oaths, and bloody deals our rage will grow."**

He pulled away from the moss but as he did one of the bird people rose and they flew into him and he cried out as more words filled his mind and with it an emotion.** "We hunt the breakers, and kill the double crossers. Our fury rises as we become wrath incarnate." **He began to howl as the hatred filled him, the anger, and desire for revenge.

"**Beware our fury for we become the nogitsune! The Raging Fox!" One Spirit Fox who was still alive said this and when it finished his eyes glowed red under his bird hood and then he was enveloped in a black and red ball that crackled, then it began to crack and a massive hand emerged from a crack…**

"Rage is not the answer," Naruto was wrenched from his vision by the calm voice. He panted as he stepped back his knees buckling and he was on the ground panting.

"It's… there were Spirit Foxes… kitsune here?" He asked.

"Yes…" She looked at the remains, "Long ago when this forest was very young Spirit Foxes with great attunement to the Element of Earth came here to help the forest grow. It's here they met the guardian of the forest he was young but his power and majesty was great enough that the Spirit Foxes paid tribute to him and even began to adopt his image." She then reached down and grabbed something and pulled it up to reveal a bird costume the same one Naruto had seen in the visions. "They nurtured and cared for the forest till the tree's began cover the sky. But then, one day something terrible happened." She turned to him. "The Yako came with fire, black blades and technology they slaughtered your people, butchering them, men, women and even the young… none were spared." Even as she spoke Naruto clutched at his head as he felt the pain of his people flooding his mind the daggers in their backs, the swords in their chests and throats, while their fur burned… and with it an unspeakable rage and hatred that consumed them. "They became part of the forest where their rage is kept, until they came." She looked at him, and he looked at her, his left eye was glowing red slightly but it vanished and he had his blue eyes again.

"Who came… who disturbed my fallen brothers and sisters?" He asked his voice low and with a slight growl that caused Konan's eyes to crease in sadness. She reached down to a note book and she drew sheets of paper that crinkled and slightly yellowed with age.

"Follow me and I'll tell you." And she opened her wings and flew again Naruto got up and ran his heart burning for the desire for answers. They journeyed through the forest till they came to a large opening and as Naruto landed he could only open his mouth in horror. Konan landed next to him and folded her wings, she looked at the missing trunks "The Woodforgers… a group I was once part of but have long abandoned," She looked at him.

"We used the magic of the trees to make paper, paper that we could channel our magic through we even had the blessing of the guardian of the forest. However a member of our group wanted to make more paper to draw more power. His name was Zig, and he created a mill and began to cut down the trees to make more paper. But I make paper the slow, yet undamaging way." She said, "As you can see," She held up slips of paper which were all worn and some even torn. "My paper is old and worn but I do not mind it is the paper of my teachers… and their teachers from generation to generation." She said, she then looked at him directly. "There are a few reasons why I went after you, why I separated you from your group," Naruto blinked then he stiffened as he realized what had just happened.

"I have to go back," he said but she placed a hand onto her shoulder.

"Wait… you cannot go back… or do you not want to learn how to use the Sword of Earth?" He was silent then he nodded. "I can teach you… but I must tell you first that I told you that story purposely for your emotions to become unbalanced because to learn the ways of the Earth you must be in a state of turmoil." He turned his head to heard confused.

"Somehow that doesn't make sense." He said.

"It won't at first, but when you hear these words it will become clear." She released him and then she sat down cross legged and gestured for him to do the same, he sighed then did so. "Let me ask when you think of the Earth what comes to mind?" he thought about it then he put a hand to the ground.

"The earth is solid… and strong, doing it's best to no let anything move it." She nodded smiling.

"Indeed but that's not all, the Earth draws power from within itself from the ground to be precise. It's also still not just in body but in mind, letting things like emotion crash upon it but not giving in to it." It was then that Naruto understood what she was doing. He had been overrun with the emotions of his kin and the rage of his people, but to master the Sword of Earth he would have to still not just his body but his mind, and to draw power from within himself and from the earth. He heard of such practices from Jaga but he had never really paid attention to it. He closed his eyes and reached for the Sword of Elements and held it in his hand. It glowed the brown Earth Orb in it's slot shining brightly. Then it began to grow and morph turning into the strange half-blade protusion.

"Curious weapon…" she muttered.

Naruto held the weapon and felt it's weight and he focused on drawing power from the earth stilling his heart and mind to focus it toward his arms. **'Brother…'** the voice was all that was needed for him to remember. Remember his people dead, gutted, and burned, their homes desecrated, and the trees they had worked so hard to grow being cut down for paper. The sword hit the ground and he was raised up slightly by the handle jerking upward, he opened his eyes and released the sword where it shrunk back into the Sword of Elements. He looked at it then he put a hand to his head.

"I can't do it now… I understand what to do but I can't because I can feel… my people's rage… and the rage of the forest as well." He said she looked at him pityingly.

"It's hard to not think of it, but that's the benefit of earth it'll clear your anger and hatred." She said, "But perhaps it'd be best to talk first," She shuffled so that she was facing him. "Tell me about yourself." She said.

"Huh? Well before that I have a question, how did you know I had the sword of earth?" he asked turning to face her.

"One day while I was in the forest I came across a strange tree… a tree that could walk and talk and it told me…"

_**-Flashback-**_

"_**You are Konan the Paper Mage correct?" Konan held up her papers in hesitation but nodded. "Hmmm you will meet a fox of gold, he will seek you for a lesson to be told, the power of earth eludes his mind, help him you must out of this bind, teach through rage and fury, old tales cannot be buried, and the great guardian will destroy the machinations of destruction." It looked at her, "I know you will be able to fulfill this task." And with that he walked away. Konan stood there for a moment.**_

_**-End Flashback-**_

"Heh Shino the Hive Tree." Naruto said smiling, and Konan saw such a genuine and happy smile that she couldn't help but smile herself.

"Yes, my master told me of him… and he helped me solve the riddle." She informed.

"I just wish he didn't always speak in prophetic riddling," Said a echoing booming voice, the golden fox heard large wingbeats and he looked up to see a familiar shape. The great bird that his people had worshipped, and he knew it's name instantly.

"Viragor." He said before Konan could even speak.

"It is good to see one more of your kind, Spirit Fox… it was a great tragedy when your people were slaughtered here." Naruto lowered his head then raised it in anger.

"And why didn't you help them!?" He shouted, Viragor lowered his head closing his eyes.

"That day the Yako attacked it was for more than your people. There is a part of this forest that was sealed by your people long ago. It holds an ancient and powerful evil one that would be a great aid to the wretched immortal… you know of whom I speak." The golden fox nodded instantly realizing.

"Mumm-ra…" he said.

"Indeed, your people had told me of him in great detail. I will say this though I wished fervently that I could've protected them… and I am deeply shamed that I couldn't. But the power of the enemy cannot become even greater than it is now," he said.

"Yeah," Naruto clenched his hand tightly but he then relaxed, he hated it but he knew that Viragor was right and it was something his people would've wanted anyways… even if they were butchered Mumm-ra's evil could not become greater than it was now at whatever cost.

"Again I am sorry." He looked at the fox who had tears running down his face and he lowered his own head and looked in the direction of the settlements remembering the men and women… he never cared to be worshipped… they had been friends in hard times… and family in even harder. However he could not dwell in the past he had to face the here and now. "Dry your tears… I need your aid…" Naruto looked at him and he rubbed his face and nodded.

"The mill." He said, and he grabbed the sword of elements and slotted it into it's hidden sheathe.

**-The Headquarters of the Wood Forgers-**

Lion-o stood at the balcony of the building, Zig leader of the woodforgers had gave him an interesting lesson… something that would help him with Sight beyond Sight. He stood there then he heard footsteps and he turned to see the other's coming to see him. "Hey guys." He said and he turned back to the balcony.

"Do you think Naruto is ok?" Kit asked, concern heavy in her voice.

"Yeah with that paper witch and the monster!" Kat mentioned, Lion-o furrowed his eyebrows at that. Shortly after Naruto had left Lion-o and the others had been assaulted by ghosts from the wood in which the Sword of Omens refused to show it's power to them. They had been saved by the Wood Forgers who used the woods to make magic paper which could combat the enraged spirits. Zig, Nips and Gami that had been there names, they introduced themselves and had warned the group of the monster Viragor and his servant the Paper Witch who had turned traitor from their cause to side with the beast. Yet no matter how many times Lion-o ran that story there was something about it that caused him unrest.

"He's probably fine," Cheetarah said.

"Kid can take care of himself, you forget he's been trained by me and taught by Jaga kid could survive a desert with nothing but a single jug of water." Panthro said proudly.

"Really?" Tygra asked, but the previous speakers glared at him, "I-I mean yeah! He could!" The tiger hurriedly corrected. It was then that a screech sounded in the air and Lion-o stiffened as he saw a monstrous form heading toward the fort.

"Looks like we'll have to worry about him later!" He said and his group instantly went downstairs. When they reached the main court they saw Zig and the others already with their paper armor.

"It's Viragor," Zig confirmed, "And his witch!" he pointed and Lion-o could see a figure flying next to him. But as Lion-o looked them over again his sharp eyes caught a figure on the back of the great bird beast. He looked then his eyes widened with surprise.

"On his back!" He said, the others saw and their eyes widened as well.

"That-That's…" Cheetarah started.

"Naruto!" Kit said happily then she remembered whose back he was on, "B-But why's he with the monster?" She asked.

**-Naruto, Viragor and Konan-**

Naruto sat atop Viragor's back his gaze to the sky. He felt calm and relaxed the smell of clean air, and the feel of wind around him… it felt like freedom, he then looked at Konan as his ears caught a somewhat familiar sound. The sound of wind on paper, and he looked at her wings, and his right ear flicked slightly. "I didn't notice before… but your wings are made of paper aren't they?" Konan was silent "If you don't mind me asking what happened to them?" He asked, she was silent then she lowered her head slightly.

"When I left the Wood Forgers to help Viragor they caught me and cut off my wings… the greatest shame for any bird but for me it was almost like dying… I loved my wings and they were beautiful… I was ever so proud of them but now… well I had to make due with paper." Naruto looked at the sky his good mood instantly ruined by this simple tale.

"It appears your friends the Thundercats have been persuaded by Zig to help him…" Viragor informed Naruto gripped the hilt of a katana tightly. "What will you do?" the Spirit Fox lowered his head, his goal was to destroy the mill but he felt the rage at his friends short-sightedness… he gripped his katana tightly. "Whatever your decision you must destroy the mill no matter the cost." The great guardian reminded. Naruto raised his head his eyes burning with pure anger.

**-The Thundercats-**

"Things may not be as we think they are." Lion-o said wisely, "Naruto always has a reason for his actions… let's ask them." He didn't draw his sword and walked forward. Viragor landed and so did his 'witch' Naruto leaped off of the birds back and drew both of his katana's. He advanced forward beside him the 'witch' also advanced. "Naruto what's going on?" He asked. The fox ignored him twirling his blades, Lion-o got into a fighting stance the other's behind him doing so Panthro hesitating at first before pulling out his nunchucks. "I don't want to fight you!" the lion lord implored.

"Then get out of my way!" Naruto shouted and he charged forward while the 'witch' drew grabbed some paper from her sleeves and held them up. They fluttered in the air and then began to spin around her body.

"It seems that your friend is possessed by the spirits, see the evil this witch and the beast do?" Viragor narrowed his eyes.

"The only evil in this forest is you Zig!" And he beat his wings and took to the air. Zig held up his magic paper and they flew forming makeshift wings. Konan was about to take to the sky when glowing snowflakes flew at her and she held her hand the paper swirling around her turning into a wall that blocked the snowflakes.

"Are you ready to learn your lesson Gami?" she asked Gami just frowned and he opened his notebook.

Naruto ran to the mill but was stopped by Lion-o and Panthro. He growled and leaped at Panthro who swung his nunchuck but Naruto shifted and his foot blocked the nunchuck and he leaped used it to spin and kick his former mentor hard making him stagger to the side while flipping the katana blades to the flat side and began a rapid barrage of attacks on Lion-o. "Why are we fighting!?" Lion-o shouted as he used his gauntlet to block the blows.

"Because that accursed mill has to be destroyed!" Naruto snarled and he locked with the gauntlet then he pushed forward and knocked Lion-o off balance! He ran to the mill again this time he was blocked by Cheetarah and Tygra.

"Look we don't want to but if we have we'll fight you." Cheetarah said.

"Then move!" Naruto said and he held up his arms and leaped forward spinning a whirlwind of steel.

"Ah!" Cheetarah leaped up then came down her staff extended while Tygra vanished with a crack of his whip. But Naruto landed, on the ground and turning to Cheetarah he began to slice up her staff with skilled precision then he jumped and head butted her. "OW!" She flew down only to get caught by Tygra who became visible. She put a hand to her nose which was bleeding slightly. "Naruto you are so dead if I catch you!" She snarled, "You broke my favorite staff!" But he didn't listen just ran toward the mill again.

In the sky Zig and Viragor clashed Zig covered from head to toe in armor magic beams shooting out of sheets of paper. Viragor dodged the attacks with ease. "You forget I don't need paper to harness this forests power!" And his body glowed and as the beams flew at him a barrier was revealed that first absorbed then shot the beams right back!

Konan was dealing with both Gami and Nips, the two were attacking with a mix of paper snowflakes and a paper dragon that belched purple fire out of it's mouth. She used her paper to make swirling shields that blocked the attacks. Behind her though she was starting her counter, she held up her wings and then aimed them at the two and the feathers flew at the two glowing with golden energy and slicing straight through the snowflakes and into the dragon! Gami raised his hand and paper fans formed and tried to blow the features away but they sliced straight through the wind. He frowned then drew out two scissors and began cutting the feathers revealing them to be paper. Nips held her hand up and the dragon shuddered then began to glow and emit purple flames from it's body!

"You two have grown in skill quite a bit… despite Zig's flawed reasoning…" They didn't respond just smiled. "Still see that you two prefer silence." She said and she held up her clawed hands and papers flew out of her sleeves forming her wings again and she narrowed her eyes wondering what to do next.

Naruto was nearly at the Paper Mill when suddenly he was punched and he fell back he looked to see Cheetarah in front of him waving her hand to ward off the pain of punching him. Also Tygra, Lion-o and Panthro were there too. Naruto looked at them, "Get out of my way! I won't stop till this anger is quenched!" he snarled.

"What anger? Can't we stop and talk about this?" Lion-o demanded.

"The anger of my people! The hatred and rage of over a hundred dead spirit foxes who were butchered and burned like cattle for food!" This caused the cat's to pause. "I can feel it…" he put a hand to his chest careful to keep his blade pointed away from his body. "My brothers… and sisters… my kin… their spirits, their anger, their despair, their loss… all of it inside me," he looked at the mill. "They rest in the tree's to forget their hatred and loss but that Mill is not allowing them to!" He held his swords tightly and went low his swords held up one foot held back a good 2 feet away from his body, he turned the blades forward. "And I'll do anything so that they can rest in peace!" he growled Lion-o closed his eyes thinking on it. Naruto tensed ready to move when suddenly he was hit from behind and he was sent crashing to the ground. Konan was on top of him coughing blood flowing from her beak onto her neck turning the white feathers crimson.

"Khhh… these techniques...!" She looked at the whirling display of purple flames being juggled by the paper fans that Gami used. Naruto got up shrugging her off and began to advance on the mill again when he was knocked to the side by a powerful blast of wind with a fireball, his head hitting the ground and he was flipped onto his back. He rolled on the ground then used his swords to get himself back to his feet and he glared at Gami and Nips.

"I'll slaughter you mute fucks!" He snarled and he charged at them. More blasts of wind flew at him and he dodged them easily. Then the purple fireballs flew and he dodged them easily as well only to glance behind him as he saw the wind blow them toward him. He growled and then he sheathed his swords and ran straight at Nips who looked surprised and he grabbed her by the neck closing his hands around it tightly making her gasp and choke. He then spun around and around and threw her into a fireball! It slammed into her and exploded catapulting her body high into the air. She landed on the ground hard, shuddered then fell still. Gami frowned then he reached for the notebook on his waist and opened it.

Lion-o and the others went to Konan who was trying to sit up. "You ok?" he asked she nodded, "What's going on? With Naruto and everything else?" he demanded.

"The Woodforgers… were a group I was once part of but left because they had lost their way… originally when we came here we promised to protect this forest. Zig was our leader, and as we used the woods to make paper his desire for power became greater… he created the mill to harvest the forest of it's power." She explained.

"But what does this have to do with Naruto?" Cheetarah asked.

"His people the Kitsune used to live in this forest but were attacked by the Yako and slaughtered. You have seen them already." Konan confirmed.

"B-But those were birds… how could they be spirit foxes? Tygra asked.

"Costumes," She filled in, "When they were here they worshipped the true guardian of this forest. They made clothing similar to his appearance using the very wood in this forest to do this. However they didn't strip the trees… they took the fallen pieces of the tree's to fashion their costumes. Much like I do… like Zig did before all this." She said.

"If that's so then that means…" Lion-o said piecing it together.

"Yes Viragor is the rightful protector of this forest." She confirmed.

"Looks like we didn't look at the big picture… or rather I didn't." the lion lord said.

"Well now that we know what's going we can fight the real enemy!" Tygra said and he stood and cracked his whip vanishing.

"The secret of their technique is that notebook; destroy it and their magic is useless." Konan advised.

"We'll take care of this," Lion-o said and he reached for the Sword of Omens, "Thunder! Thunder! Thundercats HO~!" He shouted the Sword of Omens now fully extended and crackling with power.

Naruto grunted as he was slowly covered by paper, Nips had been pretending to be unconscious and had sent a stream of paper dragons that exploded into paper pieces that covered him from head to tail. This wouldn't be a problem where it not that the paper suddenly froze and he found he couldn't even move a single inch. He still tried to move, when suddenly he heard the sound blows landing and the paper fell off of him. He blinked as he saw Tygra give Gami a vicious uppercut and then grabbed the notebook, through it into the air and blasted it with a single shot Gami's fans exploded becoming burning pieces of paper. "I knew I didn't like reading for a good reason!" He said. Nips gritted her teeth then grabbed her notebook opening it roughly her body glowing with magical energy but there was a flash and suddenly the notebook was gone. Standing next to Naruto was Cheetarah with Nips' notebook in hand.

"Not so tough without your books," she said and she held it in front of Naruto who quickly sliced the books into several pieces. He turned to her only to get punched hard right on the nose he staggered back grunting, he stood straight and rubbed his nose.

"That hurt," He said his anger flaring up.

"That's for breaking my favorite staff." Naruto growled but he raised his head and then tackled Cheetarah. From the sky Viragor had crashed to the ground his defenses having been breached by a giant magical beam.

"Viragor!" Naruto shouted, they heard the mocking laugh of Zig who hung in the air.

"I'll tear your wings like I did that traitor of yours! With this paper I cannot be stopped." Naruto growled and he stood holding his sword tightly readying to jump but Lion-o stood in front.

"Let me take care of this." He said the fox looked at him then nodded and turned back to the mill and ran toward it. Lion-o held the Sword of Omens forward his grip tightening the magical power of the sword was enormous now even more palpable than ever. He raised it to Zig, "Fight me!" He shouted.

"It seems you don't understand Lion-o with this paper nothing can best my magic," Zig shouted ever confident.

"Well then let's put your paper to the test!" Lion-o called, the headmaster pulled out three pieces of paper and threw them they floated up making a triangular shape and from them magic gathered on each piece and he held up single strip and the energy gathered and the shot forward! A large purple-white beam shot forward! The lion lord raised the sword and sliced at the beam which was instantly destroyed! Zig's surprise could not be contained.

"I-Impossible!" Lion-o then held up his sword and the Eye of Thundera shone, and then from it a giant red beam of energy shot out and it hit Zig and he was knocked out of the air! He fell his paper wings destroyed and he hit the ground hard! He got up and looked at Lion-o who hadn't budged an inch then he opened his notebook and the pages fluttered then flew out and it formed into a pair of swords. He held them up and charged, but the Lord of the Thundercats refused to budge an inch. The maddened Headmaster struck trying to display skill and speed but Lion-o blocked, parried and pushed each blow with ease. Then he gave a powerful parry followed by a kick that knocked Zig to the ground who slid back clutching his stomach in pain he raised his head in hatred glaring at the Lion-o who stared at him with sympathy.

Naruto was inside the Mill and he looked around trying to figure out a way to destroy it but found that he would need the magical power of the Sword of Elements. He sheathed his katana's and reached for the Sword of Elements. _**'Don't even try it!'**_ his grandmother's voice rang in his mind.

"What?" He growled.

'_**Abandon your rage you don't have the elemental stones for such emotions. I understand your suffering… They are as much my people as they are yours! But you must not let your hatred rule your heart or you will become a Yako!'**_ this stopped him and he stood there then sat down he felt a throb and he looked at his left hand. It was blackened slightly from when he was in the Berbils, when he tried to kill the Conquedor. The rage bubbled within him and he got up and walked out of the mill his thoughts blackened by hate and rage.

He was out the door and when he did he saw Lion-o slice upward and a note book exploded into flames and Zig was on the ground backing away from Lion-o when he got up and ran. However paper strips flew at him encircling him and then wrapping around his body cocooning him. As he looked at Zig being cocooned he felt the desire to end this grave disturber and he walked toward him drawing out one Katana. Voices called to him but he was deaf to them, _**'Kill him! Let us sleep! Kill him!'**_ he stood over Zig words deaf on his ears, he rasied the blade only to get blasted to the side he rolled and got up quickly to see Konan with her hand outstretched.

"That's enough Naruto, he is beaten!" She said he gripped his blade tightly.

"I cannot let his crimes go unpunished!" he said, "not after all that he has done!" when suddenly he felt the Sword of Elements become heavy and he felt his center of gravity shift and suddenly he was on his back the Sword of Earth protruding out his shirt tattered and ripped now.

'_**That is enough!'**_ came the clearly angry voice of Choji, _**'I did not swear my being to you just so you can waste it on revenge!'**_ Naruto growled and tried to stand when suddenly he was held down by rocks that cracked through the paper floor and piled on him.

'_Let me go dammit! How can you not be angry, these where Kitsune that were in harmony of the Earth!'_ he argued back

'_**Believe me when I say I'm more aware of that then you! I have spoken to them… and while they are angry, and they are disturbed more than anything they want no more pain… they don't want anymore violence… they just want to sleep and while it may seem like they are saying to kill him I can assure you that it's majorly your own thoughts that think in this fashion.'**_ Naruto laid there while Konan and Viragor held back the Thundercats who watched him silently. He then closed his eyes… his mind drifted into a meditative stupor. For the longest time Jaga had tried to teach Naruto meditation but the young fox had never been able to do it due to him being restless. But here he couldn't move, and as such it was a simple effort to clear his mind and listen.

He felt his senses stretch, his body lighten and then… he felt it. His body lost all feeling, and for a second fear crept into him, and then he saw something that both quelled his old worries and raised new ones. His body was lying there trapped under earth, utterly at peace, but something was off. The world seemed slightly hazy and he looked around to see Viragor staring at him… not the him in the ground but the him floating in the air! The great bird blinked and Naruto noticed that it took a while to do so as if in slow motion, _'You have just acquired one of the powers of your folk the ability to separate your spirit from your body…'_ came a voice in his mind… Viragors!

'_You know about this?'_ the Spirit Naruto asked.

'_Yes you're people showed me this wonderful gift and while I cannot achieve this I can see those who can, for you time is not an issue as you may have noticed.' _Viragor explained.

'_Now go, you have very limited time see the forest you might be surprised by what you see.'_ The great bird said cryptically. Naruto looked around wondering how to move.

'_Hmm how about move forward?'_ but nothing happened, _'Huh if only I could move like a bird do… flapping then gliding letting the wind take me whe- Whoa!'_ suddenly he was moving and when he stopped thinking he stopped moving. _'Soooooo… the key is think like a bird then?'_ he wondered he tried it again and as he did his body began to float forward. Confident, he thought even harder; imagining the feel of soaring through the air unbounded by the laws of the world, and he flew. As he soared he could hear the wind whispering his ears, and hear the grumbling of the earth below. Then he heard it voices down below soft voices… familiar voices. He looked down to see, the old village. He expected to see the ruins devoid of life but instead he saw small buildings with some glowing green energy and moving about them were… the spirits? He stopped flying and observed them.

They moved about not with a sluggish despair but with light and quite energetic movement. He could see them huddled together looking… happy? They seemed to be talking or to be more accurate one was talking he gestured and as he spoke his body transformed and Naruto realized he was telling a story! The other spirit foxes watched with great interest, and appreciating the story as they nodded, jumped and cheered! He blinked and then flew down, and when he was close enough he heard the spirits.

"…_**It was then that Viragor flew in and he drove back the wolf Bandit Fenrir! Thus saving our village from danger yet again!"**_ the spirit said and the other spirit's cheered and clapped. Naruto was confused. Why were they so happy? _**"And now I'll tell the tale of our journey to Magi Oar forest by far are greatest and happiest tale."**_ The spirit said.

"Happy?" Naruto muttered.

"_**Oh… you are?"**_ He turned to see a spirit was looking at him it seemed feminine in appearance. _**"You are… alive!"**_ he looked away first then nodded. _**"Good… it is a most joyous thing to see you alive."**_ Naruto scratched his head.

"I have a question… why are you all… so happy?" He asked.

"_**We are happy because despite the horror of our death we remember the good things of what we did in our previous life and that is enough to shatter our despair for a moment. It's true that many bad things will come but there are also good memories and it's these memories that you should think of in times of tragedy… though you already know that don't you?" **_the spirit fox said sagely.

"Yeah… though with what's been happening I forgot… I just hope that I'll have the strength to do so in future." Naruto said, "Huh… thanks…" He said and as he looked down to the sky and then he sat down and inhaled deeply stretching his existence to the world. He could feel life everywhere, and he also feel the dead as well spirits of dead animals, and he felt the tug of another dimension a dimension that tugged at his spirit but he refused the pull. He opened his eyes as he felt a presence… a very familiar presence. It felt like his own but it wasn't dead, nor was it seeped in evil. No, this presence was clearly alive. He felt his vision narrow, and he saw scenes blurring past him mountains, and forests, in a confusing rush! Suddenly his view stopped and he saw something, a faint outline, then it sharpened and he saw… he saw… another kitsune it turned it's head to look at him but he couldn't see as darkness clouded his vision and then it moved out of his sight.

He turned, but as he did he felt his body suddenly get pulled as if by some magenetic force! He felt is being get ripped bit by bit! The sensation was burning him and he was once again zooming through terrain!

Naruto gasped as his spirit reunited with his body and he blinked up at Lion-o, Tygra, Cheetarah, Panthro, Kit, Kat, Konan and Viragor staring down at him. "Uhhh something happen?" He asked nervously. He then noticed that the earth that had been covering him was gone.

"I explained what had happened to your friends… did you see what you needed to see?" he asked. Naruto nodded and then he got up and reached for the sword of elements. He held it looking at it then he closed his eyes.

"Let's try this… one more time." He said and he turned to the mill. "You guys may want to stand back." He said, and he walked to the mill. The cat's looked at each other.

"What's he gonna do?" Lion-o asked.

"Destroy the mill… with one blow." Konan said, they looked at each other doubt clear in their eyes.

Naruto walked into the Mill which had been shut off. He navigated around till he stood in clearly the center of the mill. He spread his legs slightly and closed his eyes, he inhaled then exhaled he opened his eyes and looked at the giant paper making machine. The hatred within him bubbled but he closed his eyes again and though to his friends and the hatred was squished down by the weight of the memories. The sword of earth began to form and as he did he reach for the bottom of the pummel and twisted it.

The blade groaned then it began to shift the axe like blade sliding down and as it did another blade emerged with a singular edge that seemed even sharper than axe and Naruto switched the stance holding the new single edged greatsword confidently. His body rooted, and strong he raised the blade up then he sent the tip down penetrating the earth. "I am one with the earth!" He shouted, the earth rippled then giant rock spikes began to shoot up and they grew twisting around they smashed into and through the machine and even throwing them up only to barrage them and tear the machines apart with great force causing them to explode!

The rock spires twisted and turned drilling through everything then they sunk into the earth and then giant spires erupted all around Naruto and pierced everything. He stood there then he raised his sword and the spires crumbled to dust and whatever machines that had been held aloft fell crashing and exploding. Above Naruto the main paper maker fell and he tightened the grip around his sword and slashed upward! The sword hummed with brown-green energy and it sliced straight through the machine! He kept swinging till it clattered around him in sparking pieces he then exhaled and the Sword of Earth reverted into it's neutral form. Naruto looked around at the mill which was utterly demolished sparking parts and broken walls everywhere, he crouched then began to leap from one wreckage to the other and he soared up high and landed on the top most rubble and looked down to see the cat's gawking while Viragor and Konan looked pleased. He jumped down, spun once and landed.

"Enjoy the show?" he asked they all closed their mouths.

"Remind me not to piss you off." Tygra said.

"You kidding me? You'll never be able to forget," Naruto said.

"You got quite the arsenal now kid." Panthro acknowledged.

"Yeah I just hope that arsenal will get me my staff back." Cheetarah jabbed.

"Oh yeah sorry about that," Naruto said rubbing the back of his neck apologetically.

"Hmmmm Konan? If you wouldn't mind," Viragor stated, the crane nodded and she opened her wings and flew into the air. "Give her a bit, in the meantime I'm sure you all are seeking someplace to rest no?" The great bird asked.

"Yeah a place to relax would be great." Lion-o said.

"Well there's a hot spring inn nearby that belongs to a friend of mine… but uh you may wish to be cautious of his tendencies." The great bird said.

"I hate to walk toward a trap." The lion lord said.

"Oh he's not dangerous… well he is but not in the way you are thinking. He has loyalties to none but himself so you are safe in that regard." The guardian assured.

"Hot spring huh? That should be nice." Naruto said, "Why not go and if this guy is dangerous I doubt he'd be able to stand up to all of us." He assured confidence clear in his voice.

"Do not underestimate him especially after you see him, he's one of the few beings I'd consider an actual threat." Viragor affirmed.

"Oh well then," Naruto began then they heard flapping wings and Konan appeared in her hand was a staff with a marking in the middle.

"Ah good, this staff was made from the branch of the oldest tree here, it contains powerful magic use it well." Viragor explained.

"O-Oh thank you," Cheetarah said and she grabbed it.

"So Viragor where's this hot spring inn?" Tygra asked.

"Head west, you'll see a small building with the symbol of a frog, the name of the inn is 'The Boiling Frog' the owner is Jiraiya you'll be able to know who that is rather easily." Viragor said.

"Alright then let's go relax a bit!" Lion-o said and the others moved to board the tank.

"Hmmm did I forget to mention something?" Viragor asked Konan who blinked then she nodded.

"Bring their own swimwear." She said.

"Oh well…"the great guardian said, "Go to the students there is much they have to unlearn." He commanded.

**-Inside the Thunder Tank-**

Naruto sat in the tank and as he did he thought back to what he had seen when his spirit was separated from his body. The kitsune that had looked at him... his mind then thought back to what Shikamaru had said. _'You are not alone,'_ and from that moment onward hope began to fill the spirit fox.


	10. EX Chapter 1

The Thundercats and the Spiritfoxes  
>Author: Silent Soul Ken<br>Rating: M  
>Reason: For violence, blood, future lemons, future Nudity and language<p>

**A/N:** **the first of a few more extra chapters! There will be more in future, how many more? I have no idea, well let's get to it! These are done to insert in extra plot points or characters that have the possibility of becoming prevalent in future. Whether we see Jiraiya again is a total mystery not even I know if I'll put him in again.**

* * *

><p>Extra Chapter 1<br>The Boiled Frog

The Thundertank roared down the dirt path in the direction that Viragor had pointed. Naruto sat at the front with Panthro and Cheetarah. "So you plan on explaining what happened with you?" the general asked finally.

"It's not easy to explain but… let's just say I was able to see some of my own… and I…" He lowered his head his mouth open trying to find the words. "I have some… issues to deal with it," the spiritfox finally said.

"Best not to pressure him General, I imagine he's had quite an experience." Cheetarah said, the fox didn't move just sighed. He raised his left hand which was wrapped in bandages he knew what was under black fur with red sharpened nails, he gripped it with is other hand it reminded him of the Yako he had fought.

'_Could it be that feeling desires to kill or for revenge leads to turning into one?'_ he couldn't help but wonder.

"We're here," Panthro said and Naruto looked up to see a building it wasn't an enormous building but a slightly big one with a large sign that glowed and had a toad sitting in a pot that was bubbling, with the glowing words, 'The Boiled Toad!' Naruto, Cheetarah, Panthro, Lion-o, Tygra, Kit, Kat and Snarf all blinked 2 times then looked at each other.

"That's rather…" Tygra began.

"Kinda sort of…" Lion-o continued.

"Dark and creepy?" Kat finished, they all nodded.

"Still sounds interesting," Naruto said, "I mean a hotspring! Sounds like a good way to relax." He said.

"Your instincts show you that?" asked the tiger, folding his arms over his chest.

"Hmmmm not so much my instincts but… when I think of hotspring it seems like my body remembers it." The fox replied.

"And it remembers…?" the lion lord pressed.

"Warmth and water," was the reply along with a slight look of euphoria.

"Well you guys go in I'm gonna work on the tank." Panthro said, "No time for relaxing for me." And the brawny general turned to the tank to get to work.

"C'mon guys let's see what this hotspring is." Lion-o said and the other's nodded and went to discover a new experience.

**-Inside the Boiled Toad-**

They walked in, and were immediately struck with how the place was designed. It was a type of temple in a sense that it was brilliantly and intricately made. Yet it was done with simply with paper and wood that as stated before was intricate in design. There was a wooden podium, they walked up to it and heard some snoring. They blinked and turned to the source to see a brilliantly white frog, with a mess of white spiky hair laying on a bench snoring, it wore a strange type of white loincloth and an open vest. Naruto walked up and poked the frog, it grumbled then opened it's eyes and looked at him it's big froggy eyes widened then turned into a rather bored look Naruto noticed the frog bore strange markings on it's face that seemed distantly familiar, red lines that seemed to make a type of mask. "And what do you want boy?" He asked utterly unconcerned with the fact he was staring into a Spiritfoxes eyes.

"Uh we'd like to try the springs." Cheetarah said, the frog sat up at that and he looked at Cheetarah the moment he saw her he whistled.

"Ahhh I see… well, now Ms. is it all of you?" He asked getting off his chair and walking to the podium utterly ignoring the guys his eyes focused cheetah.

"Y-Yes," She said unnerved by those wide frog eyes.

"Very well let's see normally I charge 300 schillicks a person but for you missy I'll give you the low price of 200 schillicks." They all paled.

"200 is kinda pushing it isn't it?" Lion-o asked.

"Would you rather pay 300?" The frog asked his tone low and menacing.

"Uh… no," the lord said nervously.

"Then pay 200… got it?" the frog demanded.

"fine, ok guys," Naruto said and he turned to the others and they began to get their money out.

"You. Foxy, are you here for… a certain reason?" the albino amphibian asked.

"Such as?" asked the spiritfox turning his head slightly.

"Never mind," the frog said.

"Geeze when Viragor mentioned this place he made no mention of how steep the price is." Tygra mumbled aloud.

"You know Viragor?" the frog suddenly asked.

"Yeah he told us to come to this place…" Naruto confirmed then he paused, "You wouldn't happen to be Jiraiya would you?" he asked somewhat dreading the answer.

"Only name I can only have," the frog said, everybody's face fell, "Well since you know my old drinking buddy I'll give you a special discount but no lower than 50 schillicks it takes money to run this place on my own." They blinked then went to the frog Lion-o, Naruto and Cheetarah gave 75 schillicks while Tygra, Kat, and Kit gave 50. "Alright then wait here." He said and he walked into a room. They looked at each other.

"That's Jiraiya?" Lion-o began.

"Seems like a bit of a perv if you ask me," Tygra said.

"The way he was looking at me was creepy enough." Cheetarah said, "Felt like he was undressing me with his eyes." She admitted.

"Yeah but I think he won't try anything and even if he does it's all of us against him." The tiger said.

"Alright kids here you go." Said Jiraiya as he walked out of the room in each hand were a pile of… clothes? As he walked Naruto noticed that neither pile swayed or even shift as the frog walked forward. In fact they were quite solid like pillars. He handed one pile to Naruto who as soon as he grabbed it began to wobble, Tygra and Lion-o quickly grabbed the top most of the pile. Kat grabbed on and as they held it up they paled.

"What the-, what is this?" the lion lord asked, they were holding strips of cloth that was wide enough just to wrap around the waist.

"It's what you wear in the spring you wrap it around your waist, keeps you decent with the other bathers don't want people seeing your junk right?" The frog said, and he gave the second pile to Kit and Cheetarah.

"Is this a joke?" She asked as she held up her own, it was a top that was held together by string with two large pieces of cloth attached that would be just enough to hide her bosom. She noted how long the string was, then there was another one that seemed to be shaped like an undergarment except that there was only enough cloth on the front while the back was just string.

"Nope that's standard wear," said the frog all noted that his body had turned bright pink.

'_Scumbag'_ was the singular thought that went through all of their minds but Tygra was the more insulted of them all. "Don't you have anything else there's no way she should wear that… that…" and as he looked at it his mind began to imagine her in the outfit and his train of thought went out the window. Naruto sighed and walked forward.

"Look that outfit is just ridiculous give her something better!" He said.

"Did you bring your own swimwear?" Jiraiya croaked there was a silence. "I thought so, deal with it, besides the women get their own side that's walled off so they have plenty of privacy." He said and he went to the guys and began to push them "Now go on men go, go, go, go!" the frog said and he shooed the boys into the room the blue curtain on the top. Before they could object he went and slammed the door in their face. "Now then should I show you how to put it on?" He asked Cheetarah.

"N-NO! I can figure it out myself." She said and she walked into the other curtained room.

"Well do you need help little one?" He asked Kit who blushed and shuffled her feet slightly.

"I'll take care of her thank you." Cheetarah said and she reappeared, grabbed Kit, pulled her inside and closed the door. The frog shrugged.

'_I may be a pervert but I'm not that kind of pervert.'_ He thought morosely and he adjusted his fundoshi. _'Well not like I can't still get a good view but I gotta watch out for… __**her**__ she'd give me some trouble.'_ And with that he went to the room he had just entered a few minutes ago.

**-The Men's side-**

Lion-o and Tygra stood at the edge of the hotspring looking around. "Gotta admit it's got a… homey look to it." Said the lion.

"Yeah," They noted the rock floors, the small tree with large bushes, the steaming water and the bamboo fence that was probably the barrier between the men and the women baths. They looked at the pool where Naruto and Kat already were the fox looking nervous while the kitten played in the pool uncaringly giggling as he did.

"So how's the water?" the tiger asked.

"It's awesome! It's so warm and I feel like all my aches and pains are wearing away!" Kat said.

"What aches and pains? You and your sister don't do anything to help just laze around letting us do all the work." Lion-o snapped angrily, Kat just stuck out his tongue peevishly. Naruto just gave a small chuckle. He was uncomfortable for a few reasons, one being that he couldn't shake off the fact that Jiraiya seemed to be hiding a greater strength than his appearance told, and second the 'swimwear' that he was wearing was revealing more than he wanted revealed. He had made sure to change and get in the spring first. The other two cats sunk in and they sighed, quickly feeling their aches and pains melting away just like Kat had said. They quickly submerged the rest of their bodies.

"Man this is great Panthro doesn't know what he's missing." Tygra said sliding his body down till only his neck and head remained above the steaming water. As Naruto sat there his eyes closed, relaxing, his ears quivered as they picked up a faint rustling. He opened his eyes and glanced up at the tree, it wasn't a normal tree rather spindly yet it had big branches and large bushels of trees. He looked at it then looked down again passing it off as his imagination.

**-The Womens Side-**

Cheetarah and Kit walked out their changing room. The cheetah tagged on her lower garments angrily. "Damn clothes keep hiking up on me," she grunted, Kit just smiled.

"Well I don't got much to show anyways," She said and she walked forward utterly nude and proud. Then Cheetarah grabbed her and using a towel she wrapped it around the kitten's torso.

"I'm gonna wrap you up just in case," Cheetarah said she also walked forward and saw it, the stone floor and the steaming hot pool of spring water. She was about to walk in when her ears pricked catching a splash. "Is someone there?" She asked, there was another splash and she turned to see someone standing and moving. "Whoa, whoa, whoa don't need to leave we're just gonna be over here." She looked at where the sound originated and saw a faint outline and saw a fairly humanoid form. "Hey there names Cheetarah what's yours." The outline shifted then it lowered itself.

"Um… I'd rather not talk about that please," The voice said wary and suspicious there was a silence that filled the pool only to be broken in by Kit who jumped in and gave a loud sigh of relief, "So uh… you come here often?" the voice said again and Cheetarah heard the water sloshing slightly.

"Oh no first time," Cheetarah said she stood at the water while Kit giggled and splashed about. She dipped a toe in, it was warm, she slid in and as she did she gave a long sigh. It was blissful, "Mmmm I might come back if it weren't for that perverted toad." She said stretching her arms.

"Heh yeah I brought a towel." Said the mysterious woman.

"Would you mind coming into the light? I'm no enemy of yours I can assure you." Cheetarah encouraged there was a slight pause then the sound shifting water.

"Again I'd rather not, sorry but uh… I have my reasons." The cheetah narrowed her eyes at that but didn't push. She just rested in the hot water enjoying the water seemingly massaging her shoulders, back and arms. As she relaxed into the water she suddenly heard shouting and rustling. She looked at the bamboo wall dividing the men and women. She got up and was about to go look when she heard screaming and looked up just in time to see Naruto, Tygra, and Lion-o fly right into the spring on the women's side.

**-The Men's side, During Cheetarah's Conversation-**

Naruto looked at the bush suspiciously during his little nap he had gotten a rather unneeded and unwanted imprinted instinct.

_-Naruto's Vision-_

_He was looking at the back of a beautiful Spirit Fox was in a hotspring six tails waving in the air while she had a simple towel wrapped around her. At least he thought it was a woman, judging by the long hair. He couldn't exactly look around but he was coming closer to the 'woman' part of him was excited not because he was a perv but because he was excited to see a female of his species that was… relatively speaking younger._

_He came closer then the 'woman' stood up and turned her head and he blanched as he saw the face of Tsunade! True she was younger but it was Tsunade that he was staring at. Part of him screamed 'I did not need to know! I was quite fine with thinking she was a random spirit fox!' and another part said, 'She was hot back then.' This thought came as her towel fell to reveal the bikini she was wearing. But he then realized she was shouting at something he turned and he saw a tree not unlike the one in the spring he was in now. Inside a bush… was Jiraiya!_

_-Reality-_

Naruto stood up and stared at the bush both concerned and puzzled, if what he saw was right it meant that Jiraiya was very, very old! However if he was in that bush that meant he was peeping into the other side! He went to Tygra and Lion-o, "Hey guys," they turned to him and when they did their faces fell into a gape. "Listen I-," he then noticed their faces, "What?" Kat walked behind them and his face fell into a gape.

"Are you sure you're a fox and not a horse pretending to be one?" He asked, Naruto's face turned orange.

"C-can you guys focus on something other than my junk?" They looked up at his face but were still gaping, "Good grief listen I think that pervy toad is in that bush peeping on the girls." Naruto said pointing toward the tree. They looked at the tree their faces serious.

"How do you know that?" Lion-o asked.

"I heard something coming from that bush," the fox said quickly.

"Could be a monkey or something," Tygra countered.

"Oh yeah? How about a bet then?" Naruto challenged, the tiger opened his mouth then closed it and then he shook his head.

"No I think I'd lose that bet," He said.

"Wow Tygra actually admitting defeat, that's a victory anyways." Lion-o said earning a growl from Tygra.

"Anyway I'll get him, then you guys go and get ready to beat him stupid should be easy enough." Naruto said they nodded while Kat shook his head.

"Count me out," he said and he went back to swimming.

"Fine," growled the fox and he went to the bush. He walked underneath it looking closely, he smiled when he saw a toady toe poking out slightly and heard the slight perverted giggling of the toad. He looked at Lion-o giving him a thumbs up, the lion lord nodded and he cracked his knuckles while Tygra rotated his arm loosening them up. Naruto crouched, his tail wagging slightly then he sprang up into the tree pushing through the branches and right into the face of Jiraiya who had a pen in one hand and a notebook in the other. "Surprise mother-gagh!" a tongue shot out wrapping around Naruto's neck, lifted him up and out of the tree using his own momentum! He flew out and slammed into Tygra and Lion-o. The three fell into the water, spluttering.

"Why don't you three just leave an old man to his short fantasies eh?" The frog said.

"Bwargh! Ah! Dammit!" Naruto growled as he got up he glared at the tree hatefully. "Why that old-!" and he charged the tree again this time ramming into it powerfully. The tree shook and the frog fell out landing on it's head. Jiraiya gave a croak then stood up rubbing his head angrily.

"Disrespectful little fools!" he said dramatically, he then held up a froggy hand the palm splayed open. "You dare incur the wrath of the mighty and wise Jiraiya? A lesson in respect is in order!" he croaked.

"A lesson in respect coming from an old toad that likes to peep on women!" Lion-o shouted.

"Even the old admires the youth! It is not like you wouldn't be tempted to see the women in their undergarments is it not?" He said, this created a rather tense pause.

"W-We're not perverts like you!" Tygra said as they all began to advance on the toad.

"How… dare you!" The toad said and they all felt a rather ominous feeling emitting from the toad. "I am not a pervert!" he said and it seemed like the red markings on his face glowed. The other's gulped while Kat sighed, inhaled and stuck his head under the water to see how long he could hold his breath. "I… am a SUPER PERVERT! Nyah ha ha ha!" The toad cried aloud. This caused Naruto to fall to the ground.

"That doesn't exactly make it better." He said from the floor.

"Ah but if you are not perverts then why act so stung by my comments!? Only a pervert would deny being a pervert!" Jiraiya pointed out.

"And admitting your one just makes you a dirty old man, whose about to get his face pounded in!" Tygra said and he charged Lion-o beside him while Naruto pushed himself up powerfully spinning toward the toad. Jiraiya's tongue shot out wrapping around Tygra's fist and arm then his neck, while he grabbed Lion-o's hand then spun around hitting him with a body blow with his free hand. Then he threw both the tiger and lion up and over the bamboo wall just in time to face Naruto who was in the air. The frog's chest inflated and Naruto was bumped into the air over the bamboo wall! Giving a pleased croak the frog went back into his tree to watch the scene unfold.

"Puah!" Kat gasped as he brought his head up. He shook the water from his head and looked around, he scratched his head. "Where did everybody go?" He asked.

"Kyahhhhhhh!" He jumped as a shrill scream emerged from the women's side.

"W-What just happened!? Sis?!" And with that he was out of the water and heading for the women's side.

**-Women's side of the bath-**

Cheetara saw the bodies flying toward her and her mouth instinctively opened into a scream, but that's when Tygra crashed into her! She fell into the water her scream muffled hitting her head on the floor, she was stunned briefly as she heard another splash followed by a crunch. Cheetarah arose rubbing the back of her head while inhaling. She suddenly became aware of something on her chest. She looked down slowly half-afraid half-incensed by what she would find. Tygra's face was buried in her cleavage.

She didn't even bother to think. "Kyahhhhhhh!" and she slapped the dazed tiger sending him into the water! He landed on his back his head semi-submerged and as Cheetarah looked she saw a faint shadow of… she blushed and quickly looked away. She had turned to see Naruto rubbing his head and sitting up groaning. She then saw it, a female form moving toward the door, there was something bizarrely familiar about it. Cheetarah kept following the figure noting Lion-o on the ground his back arched a hand reaching for it. As the female shape paused to open the door the cheetah knew why. The rather large triangular ears, and the tail with a tip like a brush, it could only be… "A spiritfox?" she said aloud.

Anybody who was conscious caught this word, and it shuddered through their body. However the one hit the strongest by this was Naruto. Time slowed to a crawl as he turned his head, he saw the end of a pink brush-like tail with a maroon tip and the door that closed obstructing it from sight. He moved his feet sliding on the ground slightly as he tried to run his nails scraping the ground making small cuts as he was out of the water and running across the stone floor. He burst through the screen door, ignoring the angry, "Hey! I just replaced those!" and he looked around only to see again the tail leaving the room.

'_Have to be faster!'_ he thought and he moved heading for the men's changing room he went through the open door and grabbed his sword of elements which was hidden under his clothes. He stilled himself, his body, his heart, and his mind. The sword of earth formed and he stood there touching the tip into the ground. He saw her footsteps, and he knew what to do he jutted his sword into the ground.

**-Outside the Boiled Toad-**

Panthro heard the commotion and he shook his head, "What on Third-Earth are they doing up there?" He asked himself suddenly he heard the door bang open and he turned to see… he blinked and rubbed his eyes for a second then looked again. Standing there was a rather tall pink furred spirit fox! He was caught off guard by her outfit, a type of skin tight one piece that was sleeveless and cut off near her legs. In one arm seemed to be a heavy jacket and on her forehead were goggles. Also she had long straight pink hair that went past her shoulders. Suddenly the ground shook and the earth suddenly rose up and surrounded her then it closed around her!

"That… that's Naruto's Sword of Earth power! Who is-nngh!?" He pulled out his nunchuck spinning it quickly as shards of earth rained on him. He looked to see her fist held forward the earth dome utterly destroyed. "She's strong!" he acknowledged, "Might be as strong as me," he said, he then raised his head to her. "I don't know who you are but someone would like very much to meet you," he said she looked at him and gritted her teeth and was about to run when suddenly the earth sprang up large chunks of it cutting off the left and right side of her! _'I hope he's not straining himself doing this…'_ the ex-general noted. He twirled his nunchuck once then slotted it behind him and raised his hands clenching them into fists. He held out a finger and gave a universal gesture, 'Bring it on' she clenched her teeth then lowered the clothes down and clenched her own hands and she got into a stance. Her arms were angled slightly showing her elbows and she raised a leg slightly which he noticed was toned to perfect athleticism signaling great use.

'_I gotta watch her punches and her kicks then… at least till the other's get here… Also if she really is a spirit fox I gotta assume that she'll also have that imprinted instinct thing. Which means I'll be fighting the kid in a sense'_ he noted beginning to strategize his attacks. Even when Naruto was a child Panthro would admit, after a lot of convincing, that Naruto was a prodigy warrior at the age of 5 he knew why now but it didn't change the one single fact that Naruto was a better fighter than him. They stood there watching each other closely for even the faintest sign of weakness. Then she did something he never expected, she rocketed toward him her knee raised up and her arms held above her head elbows raised. Panthro raised his hand and arm, the hand catching the knee while the arm blocked the elbow's he was about to throw her when he sensed an attack and his head moved back to avoid the side knee from her leg!

"Clever girl," he said then he thrust his head forward and his dome slammed into her gut she flew back and landed on the ground one hand on her stomach while the other dug into the earth to slow herself down. She looked at him her eyes wide with surprise, "It'd be wise not to underestimate me." He announced.

"Yes I see that… not only were you able to block my first strike, but you sensed my second attack as well… I guess I can forget about holding back now," she said and she got into her stance again but Panthro sensed something different this time. There was a type of feeling emerging from her, a feeling he knew well. He then knew it wasn't a feeling but a desire, she wanted to win. He got back into his own stance and the two looked at each other. Then they both moved in at the same time, Panthro unleashing a volley of punches and low kicks while she moved with elbow slashes and knees. The two parried and struck each other flawlessly both reading each other correctly. Every now and then a blow would hit one or the other. Panthro had more powerful hits, but her attacks were fast and jarring. Eventually however the female was gaining the upper hand. The more she parried, the quicker her counters came and the more diverse they became.

'_Tch the more she fights me the better she get's at countering my attacks! In that case time to get in-'_ he was about to move when he heard a voice.

"Panthro!" he jumped back and saw Naruto along with Lion-o and the other's standing at the door of the Boiled Toad. He smiled though he felt his jaw crack, "You ok?" The spiritfox asked.

"I'll be fine just some bruises," He said, though he wouldn't realize the various cuts on his body till later on. Naruto nodded then he looked at the pink and maroon spirit fox. She had turned and was staring at him with deep green eyes. He swallowed then he approached her, he stopped just in front of her. She was tall, taller than him even but not by much, her fur was mostly pink but there were a few accents where maroon fur shone. She blinked as she looked at him then she stepped back looking at him fearfully.

"Y-You're not a Yako are you?" He shook his head then he held up one hand which was holding the Sword of Elements. The Orb of Light and Orb of Earth shone brightly. He then closed his eyes and the sword began to transform into the Sword of Light. He opened his eyes and let the light shine revealing them both to each other. "T-This is impossible… unless… you must be from another tribe?" She asked.

"I, I don't know anything about my tribe or clan I was born in Thundera my mother died shortly afterward… I… thought I was the last of my kind to be honest." He said he lowered the sword which switched back into the Sword of Elements. "Do you mind if we talk a bit?" he asked.

"Uh… sure…" She said she then looked around pointedly, "But uh I'll have to flatten these first." She said, and she was about to move when he held up his hand.

"I can take care of that," he said and he held Sword of Elements up and closed his eyes, then it morphed into the Sword of Earth. He looked at it, "I decided to call this thing a Switch Axe," He said aloud, "It seems appropriate," He said.

"Switch Axe?" Tygra asked.

"Yeah, Right now this form is the axe," Naruto said he held up the weapon showing the blade which, if looked at, did indeed seem like the blade of an axe. "And by doing this," what he did next they didn't know but it caused the blade to slide revealing another blade that seemed larger and sharper while the other blade slide to the back effectively making it like a double-edged sword. He then lowered the blade to the ground and touched it the moment he did the walls sunk back down into the ground.

"Whoa I heard that there were kitsune that could use more than one element but I never thought I'd see it." The pink spirit fox said impressed.

"Honestly I don't know what my element is, that was done using the Sword of Elements." He said and it shrunk back down.

"You have the Sword of Elements? Impossible! It was lost a long time ago!" Sakura said.

"My mother had it when she came to Thundera I guess my father never told the other's that he took the sword with him." Naruto theorized.

"Your father?" She asked.

"Yes, Minato the former apprentice of Madara." She gawked at him.

"Y-You're-!?" she stammered.

"Come on let's move over there," He said pointing to a tree that was away from the group.

"You ok Naruto?" Lion-o asked.

"Yeah just… want a bit of privacy that's all." His bodyguard said, and the two spirit foxes walked away.

"I think he's feeling a bit nervous cause she's the first female he's actually seen," Panthro said, "Kid doesn't really know how to react." The lion lord thought of that and quickly understood he felt the same about Cheetarah if they should talk he'd prefer it to be alone.

Naruto and the pink fox stood at the tree Naruto leaning against it, "So what's your name?" He asked.

"My name is Sakura, I came from the villages on the mountains. I lived there along with my kin and parents but then one day the Yako found us and attacked us. My parents died protecting me… and they killed all the others as well. I began to wander about as my parents mentioned that their used to be other Villages of our kind. But all the ones I went to were devastated by the Yako or the Lizards. I tried to work at random villages and towns but my appearance drew a lot of attention. So I got some stuff to hide my appearance didn't want to get grabbed by a spy working for the Yako." She explained, he listened carefully noticing how her body moved subtly.

"I used to live in Thundera… my mother died shortly after I was born, I have no knowledge of her or my people. Then it was invaded by Mumm-ra and Madara, the only survivors were what you saw so now we're trying to find Mumm-ra and defeat him before he finds the Elemental Orbs, or the three stones of power." Naruto explained, "Your strength is impressive, would you mind lending it to us in our fight?" he asked, she looked down and closed her eyes.

"Sorry I can't… I'm… not strong enough to fight against such a foe," she said.

"I don't think so at all I think your strength is quite tremendous, more than what we need to fight against Mumm-ra." The blonde urged.

"So you trust your… friends then?" She asked.

"Yes," he replied bluntly.

"I wouldn't… no matter what they do, can't trust anybody when you're one of us." She stated, Naruto's gaze hardened at that.

"I trust them with my life they would never betray… not in a million years." He stated stubbornly.

"Well I hope your right, I hope they remain your friends and they don't stab you in the back like mine did." She said, "Well I think I'll get going," she said and she moved to her stuff while Naruto stood there not sure what to say. Then he also went back, he saw Sakura grabbing her stuff and putting them on, a heavy coat, the coat covered her arms and most of her body even her legs, she also slid on thick leather gloves that were fingerless. When she had her coat on she lowered the goggles and pulled up a good. If you looked at her you wouldn't know what she was as her clothes covered every inch of her body perfectly.

"Well see you around Sakura," He said.

"Maybe," she said and she walked away.

"I guess you tried to convince her to our side?" Panthro asked.

"Keyword being 'tried,'" Naruto said bitterly.

"She'll come around one day," Lion-o said, "She must have her reasons but they can change," he said confidently.

"Yeah, maybe…" Naruto said, _'but she said she was betrayed… if I was I wouldn't trust people quite so easily,'_ he thought, _'but that's something that Lion-o would never do.'_ He looked at the lion lord and nodded. "Nah you're right!" he said, and Lion-o smiled and nodded.

"So then whose gonna fix my door and floor?" Jiraiya said grumpily standing there with Kit and Kat in his froggy hands whose tails were erect and puffed and their clothes sloppily on.

"Uhhhhh…" there was a silence as they all looked at each other.

"What did you guys do now?" Panthro groaned.


End file.
